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 December 31, 2005

                                       OR

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

                         Commission file number 0-14306

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

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

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

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

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

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

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 February 16, 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>




PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements                                     Page
                                                                           ----

         Report of Independent Registered Public Accounting Firm            F-1

         Condensed Consolidated Balance Sheet - December 31, 2005           F-2

         Condensed Consolidated Statements of Operations  and
                  Comprehensive Loss- Three months ended
                  December 31, 2005 and 2004                                F-3

         Condensed Consolidated Statement of Changes in Stockholders'
                  Deficit -Three months ended December 31, 2005             F-4

         Condensed Consolidated Statements of Cash Flows -
                  Three months ended December 31, 2005 and 2004             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                                                   3

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

Item 3.  Defaults Upon Senior Securities - Not Applicable

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

Item 5.  Other Information - Not Applicable

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

         SIGNATURES                                                          5




<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 December 31, 2005, the
related condensed  consolidated  statements of operations and comprehensive loss
for the  three-month  periods  ended  December 31, 2005 and 2004,  the condensed
consolidated statements of cash flows for the three-month periods ended December
31,  2005 and 2004,  and the  condensed  consolidated  statement  of  changes in
stockholders'  deficit for the three-month period ended December 31, 2005. These
interim condensed  consolidated  financial  statements are the responsibility of
the Company's management.

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

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




/s/ Larry O'Donnell, CPA, PC

Aurora, Colorado
February 16, 2006
                                       F-1




<PAGE>

<TABLE>
<CAPTION>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
                      Condensed Consolidated Balance Sheet
                                December 31, 2005
                                   (Unaudited)


                                     Assets
<S>                                                                        <C>
Current assets:
  Cash and cash equivalents                                                $    45,289
  Restricted cash (Note 6)                                                      20,000
  Assets of discontinued operations (Note 3)                                     9,377
                                                                            ----------
    Total current assets                                                        74,666
                                                                            ----------

Property and equipment, net                                                      1,140
                                                                            ----------

Other assets:
  Investment securities available for sale (Note 4)                             18,892
                                                                            ----------

       Total assets                                                        $    94,698
                                                                            ==========
                      Liabilities and Stockholders' Deficit

Liabilities not subject to compromise Current liabilities:
    Accounts payable and accrued liabilities                               $    21,856
                                                                            ----------
      Total current liabilities                                                 21,856
                                                                            ----------
  Liabilities subject to compromise (Note 2)
    Accounts payable                                                            63,417
    Accrued liabilities                                                            611
    Note payable                                                                35,000
    Liabilities of discontinued operations (Note 3)                            308,683
                                                                            ----------
      Total liabilities subject to compromise                                  407,711
                                                                            ----------
      Total liabilities                                                        429,567
                                                                            ----------
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                                                38,743,834
  Accumulated other comprehensive income                                        18,892
  Accumulated deficit                                                      (39,121,430)
                                                                            ----------
      Total stockholders' deficit                                          (   334,868)
                                                                            ----------

        Total liabilities and stockholders' deficit                        $    94,698
                                                                            ==========

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

                                       F-2


<PAGE>

<TABLE>
<CAPTION>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
     Condensed Consolidated Statements of Operations and Comprehensive Loss
                  Three Months Ended December 31, 2005 and 2004
                                   (Unaudited)

                                                                   2005                 2004
                                                                   ----                 ----
<S>                                                         <C>                   <C>

General and administrative expense                          $(    5,302)          (   95,857)
                                                              ---------            ---------

Other income (loss):
  Unrealized gain on derivative
    instruments (Note 4)                                              -                  900
  Interest income                                                   448                   99
  Interest expense                                                    -           (      163)
                                                              ---------            ---------
                                                                    448                  836
                                                              ---------            ---------

Loss from continuing operations                              (    4,854)          (   95,021)
                                                              ---------            ---------

Discontinued operations; income
  (loss) from operations of subsidiary
  (Note 3)                                                            -           (   92,259)
                                                              ---------            ---------
Net loss                                                     (    4,854)          (  187,280)
                                                              ---------            ---------

Other comprehensive (loss) income;
  change in unrealized (loss) gain on
     securities available for
     sale (Note 4)                                           (    6,298)              33,744
                                                              ---------            ---------
Total comprehensive loss                                    $(   11,152)          (  153,536)
                                                              =========            =========

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           23,858,741
                                                             ==========           ==========
* 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
                                             (Debtor-In-Possession)
                      Condensed Consolidated Statements of Changes in Stockholders' Deficit
                                      Three Months Ended December 31, 2005
                                                   (Unaudited)



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

Net loss                                -              -                   -               -       (     4,854)     (     4,854)

Other comprehensive
  income:
  Change in unrealized
  gain on securities
  available for sale
  (Note 4)                              -              -                   -           6,298                  -     (     6,298)
                               ----------       --------          -----------    -----------       -------------    ------------
Balances,
  December 31, 2005            23,836,323       $ 23,836          $38,743,834    $    18,892       $(39,121,430)   $(   334,868)
                               ==========       ========          ===========    ===========       =============    ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                       F-4


<PAGE>

<TABLE>
<CAPTION>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
                 Condensed Consolidated Statements of Cash Flows
                  Three Months Ended December 31, 2005 and 2004
                                   (Unaudited)

                                                                                                     2005                  2004
                                                                                                     ----                  ----
<S>                                                                                          <C>                     <C>
Cash flows from operating activities:
 Net loss                                                                                    $ (    4,854)           (  187,280)
 Adjustments to reconcile net loss to net cash
  used in continuing operations:
  Loss from discontinued operations                                                                     -                92,259
  Depreciation expense                                                                                127                   211
  Contribution of services by officer/stockholder                                                       -                22,920
  Unrealized gain on derivative instruments                                                             -            (      900)
  Changes in operating assets and liabilities:
   Decrease in accounts receivable                                                                 35,000
  (Decrease) increase in accounts payable
     and accrued liabilities                                                                   (   22,325)               13,696
                                                                                                ---------             ---------
    Net cash received (used) in operating activities from
      continuing operations                                                                         7,948            (   59,094)
                                                                                                ---------             ---------
Cash flows from investing activities:
   Net cash provided by investing activities from
     continuing operations                                                                              -                     -
                                                                                                ---------             ---------
Cash flows from financing activities:
 Decrease (increase) in restricted cash                                                            15,000            (   35,000)
 Proceeds from note payable                                                                             -                35,000
                                                                                               ----------             ---------
   Net cash provided by financing activities from
     continuing operations                                                                         15,000                     -
                                                                                                ---------             ---------

Net cash used in discontinued operations                                                                -            (   29,171)
                                                                                               ----------             ---------

Net increase(decrease) increase in cash and cash equivalents                                       22,948            (   88,265)

Cash and cash equivalents, beginning of period                                                     22,341               163,932
                                                                                               ----------            ----------

Cash and cash equivalents, end of period                                                     $     45,289                75,667
                                                                                               ==========            ==========

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                                                                 (6,298)               33,744

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



                                       F-5


<PAGE>



               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2005 and 2004
                                   (Unaudited)


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

PRESENTATION OF INTERIM INFORMATION

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of  Intercell  International  Corporation,  a Nevada  corporation  (the
Company or Intercell),  and 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. The claims are reflected in the December 31,
2005  Condensed   Consolidated   Balance  Sheet  as   "liabilities   subject  to
compromise." Additional claims may arise subsequent to the filing date resulting
from  rejection  of  executory   contracts,   including  leases,  and  from  the
determination  by the court (or  agreed to by parties  in  interest)  of allowed
claims for contingencies and other disputed amounts.  Claims secured against the
Debtor's  assets are stayed,  although the holders of such claims have the right
to move the court for relief from the stay (Note 2).

In the opinion of the  management  of the Company,  the  accompanying  unaudited
condensed  consolidated  financial statements include all material  adjustments,
including all normal and recurring adjustments,  considered necessary to present
fairly the  financial  position  and  operating  results of the  Company for the
periods presented. The consolidated financial statements and notes are presented
as permitted by Form 10-QSB, and do not contain certain information  included in
the  Company's  last  Annual  Report on Form  10-KSB for the  fiscal  year ended
September  30,  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.




                                       F-6



<PAGE>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2005 and 2004
                                   (Unaudited)

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 three months ended December 31, 2005 have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
settlement of liabilities and commitments in the normal course of business.  The
Company  reported a net loss of $4,854 for the three months  ended  December 31,
2005,  and an  accumulated  deficit of  $39,121,430  as of December 31, 2005. In
October 2004, Brunetti ceased operations (Note 2), and the Company no longer has
any ongoing revenue-generating activities.

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

MANAGEMENT'S PLANS

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

STOCK-BASED COMPENSATION

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

No options  were granted  during the three  months  ended  December 31, 2005 and
2004.









                                       F-7

<PAGE>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2004 and 2003
                                   (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  (12,331,350  shares at December 31, 2005
and 12,396,350 shares at December 31, 2004) 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 VOLUNTARY REORGANIZATION UNDER CHAPTER 11
-------------------------------------------

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

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




                                       F-8


<PAGE>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2005 and 2004
                                   (Unaudited)

LIABILITIES SUBJECT TO COMPROMISE

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

                                                                   December 31,
                                                                       2005

Pre-petition accounts payable                                    $     64,310
Accrued interest                                                          611
Short-term debt                                                        35,000
Liabilities of discontinued operations                                308,683
                                                                 ------------
Total liabilities subject to compromise                          $    408,604
                                                                 ------------

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

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

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

At December 31, 2005, 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 December 31,
          2005.

                                       F-9

<PAGE>



               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2005 and 2004
                                   (Unaudited)

Revenues attributable to Brunetti operations for the three months ended December
31, 2005 and 2004,  reported in  discontinued  operations,  were $0 and $58,101,
respectively.  Operations  related to Brunetti resulted in a net loss during the
three months ended  December 31, 2005 and 2004 of $0 and $92,259,  respectively.
Brunetti did not incur any income taxes during these periods.

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

As of December 31, 2005, the Company owns approximately 0.32% of the outstanding
common stock of NanoPierce Technologies, Inc. ("NanoPierce").

At December 31,  2005,  the Company owns  464,870  shares of  NanoPierce  common
stock,  of which 150,000  shares are subject to a warrant  agreement,  described
below.  Beginning  October 21, 2003,  based on factors which  indicated that the
Company no longer had the ability to exercise significant influence, the Company
changed its method of accounting  for the  NanoPierce  shares  (except for those
which are  subject to  underlying  warrants,  which are  carried at cost) to the
method  of  accounting  prescribed  by SFAS No.  115,  "Accounting  for  Certain
Investments  in Debt and Equity  Securities".  The  Company has  classified  its
investment in these NanoPierce shares as available for sale securities, in which
unrealized  gains  (losses)  are  computed  on the average  cost basis,  and are
recorded in other  comprehensive  income (loss).  At December 31, 2005,  314,870
shares of  NanoPierce  were  available  for sale and had a fair market  value of
$18,892.  The Company  reported an increase in the unrealized  loss on available
for sale  securities of $6,298 during the three months ended  December 31, 2005.
The  Company did not sell any  available  for sale  securities  during the three
months ended December 31, 2005.

On January 31,  2005,  NanoPierce  changed its  corporate  name to Vyta Corp and
instituted a 1 for reverse split of its issued and outstanding  common stock. At
that time the Company's  owned 23,244  shares of  NanoPierce  (now known as Vyta
Corp) common stock.










                                      F-10


<PAGE>



               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2005 and 2004
                                   (Unaudited)

Warrants to Purchase NanoPierce Common Stock

Prior  to  October  1 2003,  the  Company  sold  100,000  restricted  shares  of
NanoPierce  common  stock and  granted  two  warrants  to purchase up to 300,000
shares of  NanoPierce  common  stock held by the  Company,  to a third party for
$50,000  cash.  Each warrant  grants the third party the right to purchase up to
150,000  shares of NanoPierce  common stock held by the Company,  at an exercise
price of $0.50 per share. The warrants are exercisable immediately;  one warrant
expired in October 2004,  and one warrant  expires in October 2007. The warrants
contain cashless exercise provisions at the option of the holder. At the date of
the  transaction,  the  warrants  were valued at  $32,000.  These  warrants  are
considered  derivative  financial  instruments and are therefore recorded in the
balance sheet at fair value.

Changes in the fair value of these  warrants  (unrealized  gains and losses) are
recognized  currently in earnings  (loss) of the Company.  At December 31, 2005,
the  remaining  warrant  had not  been  exercised  and  the  fair  value  of the
derivative  was  estimated to be $0. An unrealized  gain of $900 was  recognized
during the three months ended December 31, 2004.

5  NOTES RECEIVABLE:
-------------------

In October 2003,  the Company  loaned  $100,000 to NanoPierce in return for a 7%
promissory  note.  In  January  2004,  the  promissory  note was paid in full by
NanoPierce.

6  NOTES PAYABLE AND CREDIT FACILITIES:
--------------------------------------

NOTES PAYABLE, RELATED PARTIES

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

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. As of
September 30, 2005, there is no outstanding balance on the letter of credit.





                                      F-11

<PAGE>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2005 and 2004
                                   (Unaudited)

7  STOCKHOLDERS' DEFICIT:
------------------------

COMMON STOCK

In December  2004,  the  Company  exchanged  certain  marketing  rights  (with a
carrying  value  of $0)  for  the  return  of  93,750  shares  of the  Company's
restricted  common stock 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.

CAPITAL TRANSACTIONS

During the three months ended December 31, 2004,  officers of the Company agreed
to provide  services to the Company  without  compensation  for these  services.
These  services  were  estimated to be valued at $22,920,  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

In December 2005, options  exercisable for 15,000 shares of the Company's common
stock expired.

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

Litigation

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

Certain former employees of Brunetti 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-12



<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 $4,813 for the three  months  ended
December 31, 2005, and an accumulated  deficit of $39,121,388 as of December 31,
2005.

         On March 16, 2005, the Company (the Debtor) filed a voluntary  petition
for relief in the United States  Bankruptcy  Court,  District of Colorado  under
Chapter 11 of Title 11 of the U.S.  Bankruptcy  Code.  Under Chapter 11, certain
claims against the Debtor in existence  prior to the filing of the petitions for
relief  under the U.S.  Bankruptcy  Code are stayed  while the Debtor  continues
business  operations  as  Debtor-in-possession.  The claims are reflected in the
December 31, 2005 Condensed  Consolidated  Balance Sheet as "liabilities subject
to  compromise."  Additional  claims may arise  subsequent  to the  filing  date
resulting from rejection of executory contracts,  including leases, and from the
determination  by the court (or  agreed to by parties  in  interest)  of allowed
claims for contingencies and other disputed amounts.  Claims secured against the
Debtor's  assets are stayed,  although the holders of such claims have the right
to move the court for relief from the stay

Results of Operations

         On October 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 three months ended December 31,
2005 was $4,854  compared  $95,021 for the three months ended December 31, 2004.
The  decrease  of $90,167 for the three  months  ended  December  31,  2005,  is
explained  by the decrease in general and  administrative  expenses as explained
below.


                                        1

<PAGE>

         General  and  administrative  expenses  during the three  months  ended
December  31, 2005 were  $5,302,  compared  to $95,857 for the six months  ended
December 31, 2004.  The  decrease of $90,555 is  primarily  attributable  to the
decrease in operational and administrative activities as a result of the Chapter
11 proceedings.

         During the six months ended December 31, 2005, the Company recognized a
net loss of $4,854  compared  to a net loss of  $187,280  during  the six months
ended December 31, 2004. The decrease of $182,426 is explained by an approximate
$92,259 decrease in the loss from discontinued  operations between 2005 and 2004
and a decrease of $90,555 in loss from continuing operations.

Liquidity and Capital Resources

         During the six months ended  December 31,  2005,  the Company  received
$7,948 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 six months ended December 31, 2005, the
Company received $15,000 from financing  activities from continuing  operations.
The $15,000 was in connection with the reduction of the $35,000 Letter of Credit
placed by the Company.  The Letter of Credit had a term of 1 year and was due in
December 2005. In connection  with the reduction,  the remaining  $20,000 of the
Letter of Credit was extending to May 2006.  The Company had $45,289 of cash and
cash  equivalents  at  December  31,  2005,  which  is  being  used  to  support
operations.

         As of December 31, 2005,  the Company owns  approximately  0.32% of the
outstanding common stock of NanoPierce  Technologies,  Inc.  ("NanoPierce") (now
known as Vyta Corp  ("Vyta  Corp")).  At December  31,  2005,  the Company  owns
464,870 shares of Vyta Corp common stock, of which 150,000 shares are subject to
warrant  agreements,  described below. The Company has classified its investment
in Vyta Corp as available for sale securities in which unrealized gains (losses)
are recorded to shareholders' equity.

         At December  31, 2005,  the Company  owns  314,870  shares of Vyta Corp
common stock that are  tradeable,  and based upon the closing bid price of $0.05
per share, the market value of the Vyta Corp common shares at December 31, 2005,
was $15,487.  On January 31, 2006, Vyta Corp 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 tradeable.

         Prior to September 30, 2003, the Company entered into an agreement with
an unrelated third party, to sell 100,000 shares of the NanoPierce  common stock
held by the Company  along with  warrants  to purchase up to 300,000  restricted
shares of  NanoPierce  common  stock held by the  Company.  In exchange  for the
NanoPierce  common stock and warrants,  the Company  received  $50,000 cash. The
warrants have an exercise price of $0.50 per share. The first warrant of 150,000
shares  expired in October 2004. The second warrant of 150,000 shares has a term
of 5 years.

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

         The warrants are considered  derivative  financial  instruments and are
therefore recorded in the balance sheet at fair value. Changes in the fair value
of the  warrants  (unrealized  gains and losses)  are  recognized  currently  in
earnings  (loss) of the Company.  At December  31,  2005,  the fair value of the
derivative was estimated to be $0.

                                        2

<PAGE>

Item 3.  Controls and Procedures

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

                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

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


                                        3


<PAGE>



Item 6.    Exhibits and Reports on Form 8-K

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

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

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

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

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

    (b)   Reports on Form 8-K. The  registrant  did not file any reports on Form
          8-K during the quarter ended December 31, 2005.





                                        4


<PAGE>



                                   SIGNATURES

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

                                            INTERCELL INTERNATIONAL
                                                  CORPORATION
                                                  (Registrant)

Date:    February 16, 2006                  /s/ R. Mark Richards
                                            -------------------------
                                            R. Mark Richards,
                                                     Chief Executive Officer


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















                                        5


<PAGE>




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

                                                      Three Months Ended
                                                         December 31,

                                                    2005              2004
                                                    ----              ----

Net loss                                      $(  4,813)        ( 187,280)
                                                =======          ========

Weighted average number of
  common shares outstanding                   23,836,323        23,858,741
Common equivalent shares
  representing shares
  issuable upon exercise of
  outstanding options and
  warrants and covertible
  stock                                                -                 -
                                              23,836,323        23,858,741
                                              ----------        ----------
Basic and diluted loss per
  share applicable to
  common shareholders                        $         *        (     9.01)
                                              ==========         =========

* 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  12,331,350  at December  31, 2005 and
9,713,850 shares at December 31, 2004) would be to decrease net loss per share.