FORM 10-QSB

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

(Mark  One)

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

     For the quarterly period ended December 31, 2003

                                       OR

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

                         Commission file number 0-14306

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

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

                           370 17th Street, Suite 3640
                             Denver, Colorado 80202

              (Address of principal executive offices )  (Zip Code)

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

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

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

Yes   X   No
     ---      ---

As  of  February  16, 2004 there were 20,047,038 shares of the registrant's sole
class  of  common  shares  outstanding.

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


<PAGE>
                       INTERCELL INTERNATIONAL CORPORATION
                                      INDEX


PART  I  -  FINANCIAL  INFORMATION

Item 1. Financial Statements                                                Page
                                                                            ----

     Independent Accountants' Report                                           1

     Condensed Consolidated Balance Sheet - December 31, 2003                  2

     Condensed Consolidated Statements of Operations and
          Comprehensive Income (Loss) -
          Three months ended December 31, 2003 and 2002                        3

     Condensed Consolidated Statement of Changes in Stockholders'
          Equity - Three months ended December 31, 2003                        4

     Condensed Consolidated Statements of Cash Flows -
          Three months ended December 31, 2003 and 2002                        5

     Notes to Condensed Consolidated Financial Statements                      6

Item 2. Management's Discussion and Analysis                                  15

Item 3. Controls and Procedures                                               17


PART II - OTHER INFORMATION

Item 2. Changes in Securities                                                 18

Item 6. Exhibits and Reports on Form 8-K                                      19

     SIGNATURE                                                                20



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




Board  of  Directors
Intercell  International  Corporation

We  have  reviewed  the  accompanying  condensed  consolidated  balance sheet of
Intercell  International Corporation and subsidiary as of December 31, 2003, the
related condensed consolidated statements of operations and comprehensive income
(loss)  for  the  three-month  periods  ended  December  31,  2003 and 2002, the
condensed  consolidated  statement  of  changes  in stockholders' equity for the
three-month  period  ended  December  31,  2003,  and the condensed consolidated
statements of cash flows for the three-month periods ended December 31, 2003 and
2002.  These  interim  condensed  consolidated  financial  statements  are  the
responsibility  of  the  Company's  management.

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

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



GELFOND HOCHSTADT PANGBURN, P.C.


Denver, Colorado
February 13, 2004


                                        1
<PAGE>
<TABLE>
<CAPTION>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                       Condensed Consolidated Balance Sheet
                                 December 31, 2003
                                    (Unaudited)


                           Assets
                           ------
<S>                                                                  <C>
Current assets:
  Cash and cash equivalents                                          $    575,000
  Accounts receivable, less allowance
    for doubtful accounts of $33,677                                        3,032
  Notes receivable, related party (Note 5)                                135,000
  Prepaid investor relation services (Note 8)                              65,789
                                                                     -------------
    Total current assets                                                  778,821
                                                                     -------------

Property and equipment:
  Office equipment and furniture                                           18,779
  Machinery and construction equipment                                      6,465
  Vehicles                                                                  1,400
                                                                     -------------
                                                                           26,644
  Less accumulated depreciation                                          (  3,168)
                                                                     -------------
                                                                           23,476
                                                                     -------------
Other assets:
  Deposits                                                                  3,167
  Investment securities available for sale (Note 3)                        41,218
  Client contracts and relationships, net of accumulated
    amortization of $34,274 (Note 4)                                      582,726
                                                                     -------------
                                                                          627,111
                                                                     -------------

       Total assets                                                  $  1,429,408
                                                                     =============

                   Liabilities and Stockholders' Equity
                   ------------------------------------

Current liabilities:
  Accounts payable                                                   $    221,126
  Accrued liabilities                                                      19,218
  Accrued liabilities, related party                                        5,534
  Lines of credit (Note 6)                                                 14,465
  Derivative instruments (Note 3)                                          33,000
                                                                     -------------

      Total liabilities (all current)                                     293,343
                                                                     -------------

Commitments (Note 7)

Stockholders' equity (Note 8):
  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;
    20,047,038 shares issued and outstanding                               20,047
  Additional paid-in capital                                           38,356,728
  Accumulated other comprehensive income                                   41,218
  Accumulated deficit                                                 (37,281,928)
                                                                     -------------
      Total stockholders' equity                                        1,136,065
                                                                     -------------

        Total liabilities and stockholders' equity                   $  1,429,408
                                                                     =============
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
                                   (Unaudited)


                                                          Three Months Ended
                                                             December 31,
                                                             ------------
                                                           2003         2002
                                                       ------------  ----------
<S>                                                    <C>           <C>

Revenues                                               $    40,676           -
Cost of revenues                                            63,856           -
                                                       ------------  ----------

Gross profit (deficit)                                  (   23,180)          -
                                                       ------------  ----------

General and administrative expense                      (  404,434)  (  51,223)
                                                       ------------  ----------

Loss from operations                                    (  427,614)  (  51,223)
                                                       ------------  ----------

Other income (loss):
  Gain on sale and exchange of
    affiliate stock (Note 3)                               259,195      67,857
  Unrealized gain on derivative
    instruments (Note 3)                                     1,920           -
  Minority interest in loss of subsidiary
   (Note 4)                                                 54,944           -
  Interest income                                            1,934         368
  Equity in losses of affiliate (Note 3)                         -   (  43,424)
  Interest expense                                      (      547)          -
                                                       ------------  ----------
                                                           317,446      24,801
                                                       ------------  ----------

Net loss                                                 ( 110,168)  (  26,422)
                                                       ------------  ----------

Other comprehensive income;
  change in unrealized gain on
    securities available for sale                           41,218           -
                                                       ------------  ----------

Total comprehensive loss                               $ (  68,950)  (  26,422)
                                                       ============  ==========

Basic and diluted net loss per
  share                                                          *           *
                                                       ============  ==========

Weighted average number of common
   shares outstanding                                   17,386,004   8,651,251
                                                       ============  ==========
<FN>


     *  Less than $(0.01) per share.

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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                           INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                   Condensed Consolidated Statement of Changes in Stockholders' Equity
                                  Three Months Ended December 31, 2003
                                               (Unaudited)


                                                                Accumulated
                               Common Stock       Additional       Other                        Total
                               ------------         Paid-In    Comprehensive  Accumulated   Stockholders'
                             Shares     Amount      Capital       Income        Deficit        Equity
                           ----------  --------  -------------  -----------  -------------  ------------
<S>                        <C>         <C>       <C>            <C>          <C>            <C>

Balances, October 1, 2003   9,071,251  $  9,071  $ 37,186,597   $         -  $(37,171,760)  $    23,908

Common stock and warrants
  issued for cash          10,950,000    10,950     1,066,050             -             -     1,077,000

Warrants issued for cash            -         -        19,339             -             -        19,339

Warrant issued in partial
  satisfaction of note
  payable                           -         -        11,661             -             -        11,661

Option issued in
  connection with sale of
  affiliate common stock            -         -        73,107             -             -        73,107

Common stock issued upon
  cashless exercise of
  warrant                      25,787        26   (        26)            -             -             -

Net loss                            -         -             -             -   (   110,168)   (  110,168)

Other comprehensive
  income:
  Change in unrealized
   gain on securities               -         -             -        41,218             -        41,218
                           ----------  --------  -------------  -----------  -------------  ------------
Balances,
  December 31, 2003        20,047,038  $ 20,047  $ 38,356,728   $    41,218  $(37,281,928)  $ 1,136,065
                           ==========  ========  =============  ===========  =============  ============
<FN>


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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                   INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                    Condensed Consolidated Statements of Cash Flows
                                      (Unaudited)


                                                                 Three Months Ended
                                                                    December 31,
                                                                    ------------
                                                                 2003          2002
                                                             -------------  -----------
<S>                                                          <C>            <C>

Cash flows from operating activities:
 Net loss                                                    $ (  110,168)  (   26,422)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
  Amortization expense                                             34,274            -
  Depreciation expense                                              3,168            -
  Amortization of prepaid investor relation service                23,829            -
  Unrealized gain on derivative instruments                    (    1,920)           -
  Gain on sale and exchange of affiliate stock                 (  259,195)  (   67,857)
  Equity in losses of affiliate                                         -       43,424
  Minority interest in subsidiary                              (   54,944)           -
  Changes in operating assets and liabilities, net of
   business acquisition:
   Decrease in accounts receivable                                129,381            -
   Decrease in accounts payable and
     accrued liabilities                                         (330,596)  (   33,368)
                                                             -------------  -----------
    Net cash used in operating activities                        (566,171)  (   84,223)
                                                             -------------  -----------

Cash flows from investing activities:
 Proceeds from sale of affiliate stock and warrant to
   purchase affiliate stock                                       259,195      100,000
 Cash acquired in business acquisition                                960            -
 Increase in notes receivable                                  (  100,000)           -
 Purchase of equipment                                         (    7,104)           -
                                                             -------------  -----------
   Net cash provided by investing activities                      153,051      100,000
                                                             -------------  -----------

Cash flows from financing activities:
 Proceeds from sale of common stock, option and warrants        1,169,446            -
 Payment to minority members                                   (   50,000)           -
 Payments on notes payable and line of credit                  (  139,626)           -
                                                             -------------  -----------
   Net cash provided by financing activities                      979,820            -
                                                             -------------  -----------

Net increase in cash and cash equivalents                         566,700       15,777

Cash and cash equivalents, beginning                                8,300        2,864
                                                             -------------  -----------

Cash and cash equivalents, ending                            $    575,000       18,641
                                                             =============  ===========

Supplemental disclosure of non-cash investing and
  financing activities:
Warrant issued in partial satisfaction of note payable       $     11,661            -
Note receivable satisfied in connection with extinguishment
  of note payable                                                  20,200            -
Increase in investment securities available for sale and
  related unrealized gain                                          41,218            -
Reduction in related party receivable and accrued interest
  in exchange for affiliate common stock                                -       43,424
<FN>

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


                                        5
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2003 and 2002


1.  Business  and  Basis  of  Presentation
------------------------------------------

The  accompanying  consolidated  financial  statements  include  the accounts of
Intercell  International  Corporation,  a  Nevada corporation (the Company), and
beginning  in  October  2003,  a  60%  controlling interest in Brunetti DEC, LLC
(Brunetti),  a  Colorado  limited  liability  company  (Note  4).  Brunetti  is
considered  to  be a reportable segment.  During the three months ended December
31,  2003,  the  net loss incurred by Brunetti exceeded the minority interest in
the  equity  (deficiency)  of  Brunetti.  The excess of losses applicable to the
minority  interest have been charged to the Company, and no minority interest is
reflected  in  the  Company's  consolidated  balance  sheet.  All  significant
intercompany  accounts  and  transactions have been eliminated in consolidation.

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,  2003.  It  is the Company's opinion that when the interim
financial  statements are read in conjunction with the September 30, 2003 Annual
Report  on  Form  10-KSB and a Form 8-K/A filed with the Securities and Exchange
Commission  on  January  5,  2004,  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.

2.  Significant  Accounting  Policies
-------------------------------------

Property  and  equipment

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

Repairs  and  maintenance are charged to operations as incurred.  Major renewals
and  betterments  that  extend  the  useful  lives of property and equipment are
capitalized.

Revenue  and  cost  recognition

In  December  2003,  the  Securities  and Exchange Commission (SEC) issued Staff
Accounting  Bulletin  No.  104, "Revenue Recognition" (SAB 104), which codifies,
revises  and  rescinds  certain  sections  of  SAB  101, "Revenue Recognition in
Financial  Statements"  in  order  to make this interpretive guidance consistent
with  current  authoritative  accounting and auditing guidance and SEC rules and
regulations.  The  Company recognizes revenue in accordance with SAB 101 and SAB
104.  The  changes  noted  in  SAB  104  did  not  have a material effect on the
Company's  consolidated results of operations, financial position or cash flows.


                                        6
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2003 and 2002

Brunetti  follows  the  percentage-of-completion  method  of  accounting  for
construction  contracts.  Accordingly,  revenue  is recognized in the ratio that
costs incurred bears to estimated total costs. Adjustments to cost estimates are
made  periodically,  and losses expected to be incurred on contracts in progress
are  charged  to  operations  in  the  period  such  losses  are determined. The
aggregate  of  costs incurred and revenue recognized on uncompleted contracts in
excess  of  related  costs  incurred and income recognized is shown as a current
liability.  Raw  materials  purchased and stored at the job site are included in
costs  incurred  to  date  for  determining  percentage  of  completion.

Contract  costs  include  all  direct  material,  labor,  and subcontract costs.
Additionally,  an estimate of indirect costs related to contract performance has
been  provided  for.  General and administrative costs are charged to expense as
incurred.  Changes  in  job  performance,  job  conditions,  and  estimated
profitability  may  result  in  revisions  to costs and revenue and expenses are
recognized  in  the  period  in  which  the  revisions  are  determined.

Loss  Per  Share

Statement  of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
requires dual presentation of basic and diluted earnings or loss per share (EPS)
with  a  reconciliation  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.  Loss per share of common stock is computed based on the
average  number  of  common shares outstanding during the period.  Stock options
and  warrants  are  not  considered  in  the  calculation,  as the impact of the
potential  common  shares  (9,713,850  shares  at  December 31, 2003 and 338,050
shares  at  December  31, 2002) would be to decrease loss per share.  Therefore,
diluted  loss  per  share  is  equivalent  to  basic  loss  per  share.



                                        7
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2003 and 2002

Stock  Based  Compensation

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.

Had  compensation  cost  for  the Company's stock plans been determined based on
fair  value  at  the  grant dates for awards under the plans consistent with the
method  prescribed  under  SFAS No. 123, the Company's net loss and net loss per
share for the three months ended December 31, 2003 and 2002, respectively, would
have changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                            2003           2002
                                            ----           ----
<S>                                     <C>            <C>
     Net Loss, as reported              $(   110,168)   (    26,422)
     Total stock-based employee
       compensation expense determined
       under fair value based method
       for all awards                    ( 1,100,000)             -
                                        -------------  -------------

     Net loss, pro forma                $( 1,210,168)   (    26,422)
                                        =============  =============
     Net loss per share as reported     $          *              *
     Net loss per share pro forma       $(      0.07)             *
<FN>

          *  Less  than  $(0.01)  per  share.
</TABLE>

The  fair  value  of  options granted during the three months ended December 31,
2003  (Note  8)  is  estimated  on  the  date  of  grant using the Black-Scholes
option-pricing  model  with  the  following  weighted-average  assumptions:

     Expected dividend yield                                        0%
     Expected stock price volatility                              127%
     Risk-free interest rate                                     1.28%
     Expected life of options                                 6.5 years

No options were granted during the three months ended December 31, 2002.

3.   Investment in NanoPierce Technologies, Inc. and Related Transactions
-------------------------------------------------------------------------

As  of December 31, 2003, the Company owns approximately 0.7% of the outstanding
common  stock  of NanoPierce Technologies, Inc. ("NanoPierce").  Through October
20,  2003,  the Company's President/CEO was also the President/CEO of NanoPierce
and  was  also a member of the board of directors of both companies.  On October
20, 2003, in connection with the Company's acquisition of Brunetti (Note 4), the
Company's  previous President/CEO resigned his positions as President/CEO and as
a  member  of  the Board of Directors of the Company.  Through October 20, 2003,
the  Company  accounted for its investment in NanoPierce under the equity method
of  accounting  due  to  the Company's ability to exercise significant influence
over  the  operating  and  financial  policies  of  NanoPierce.


                                        8
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2003 and 2002

During  the  three  months  ended  December  31,  2003,  the  Company sold to an
unrelated  third-party  5,911,894  shares of NanoPierce common stock held by the
Company  along  with  an  option  to  purchase 2,000,000 shares of the Company's
common  stock  (Note  8)  for cash of $332,301.  The closing market price of the
NanoPierce  common  stock  on  the  date  of  the sale was $0.25 per share.  The
carrying  value  of  the  NanoPierce shares on the transaction date was $0.  The
sale  price  was  allocated  between  the estimated fair value of the NanoPierce
shares  ($259,195)  and the option ($73,106), resulting in a gain on the sale of
NanoPierce  stock  of  $259,195.  As a result of this transaction, the Company's
ownership  interest  in  NanoPierce's  outstanding  common  stock decreased from
approximately  9.65%  at  October 1, 2003, to approximately 0.7% at December 31,
2003.

At  December  31,  2003,  the  Company  owns 464,870 shares of NanoPierce common
stock,  of  which  300,000  shares  are subject to warrant agreements, described
below.  Beginning  October  21,  2003,  based on factors which indicate that the
Company no longer has 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  recorded  in  other  comprehensive  income.

During  the  three  months  ended  December  31,  2002,  the  Company sold to an
unrelated third party, 166,667 restricted shares of NanoPierce common stock held
by  the Company for cash of $50,000.  These shares were sold at $0.30 per share.
The  closing market price of the NanoPierce common stock on the date of the sale
was  $0.62  per  share.  The  carrying  value  of  the  NanoPierce shares on the
transaction  date was $0, resulting in a gain on the sale of NanoPierce stock of
$50,000.

During  the three months ended December 31, 2002, the Company, also sold 100,000
restricted  common shares of NanoPierce common stock and granted two warrants to
purchase  300,000  shares of NanoPierce common stock held by the Company, to the
same  third  party  discussed  above, 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 closing
bid  price of the NanoPierce common stock at the date of the grant was $0.67 per
share.  The warrants are exercisable immediately; one warrant expires in October
2005  and  one  warrant  expires in October 2007.  The warrants contain cashless
exercise  provisions  at  the  option  of  the  holder.

These 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, 2003, neither warrant had been exercised
and the fair value of the derivatives was estimated to be $33,000.


                                        9
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2003 and 2002

4  Business  Acquisition
------------------------

On  October  20, 2003, the Company acquired a controlling 60% equity interest in
Brunetti in exchange for a $700,000 cash contribution to Brunetti. In connection
with  the  acquisition,  the  two  founding members of Brunetti each received an
option  to purchase up to 500,000 shares of the Company's common stock (Note 8).
The two founding members entered into 5-year employment agreements with Brunetti
and  also  received  a signing bonus of $50,000 each, which has been recorded as
general  and  administrative  expense during the period ended December 31, 2003.

Brunetti  is  a Denver, Colorado-based company that provides consulting, design,
engineering and construction services designed to enable and enhance voice, data
and  video  communications through fiber and wireless systems. Brunetti provides
services  primarily  to  state,  municipal  and  local governments in the United
States. As a limited liability company, Brunetti is not subject to income taxes.
Instead,  each  member is taxed on its proportionate share of Brunetti's taxable
income, or each member deducts its proportionate share of taxable loss.

The  acquisition  was accounted for using the purchase method of accounting. The
purchase  method  of  accounting conforms to the accounting policies followed by
the  consolidated  entities.  The  Company  and  Brunetti  agreed  to utilize an
acquisition  date  of  October  31,  2003  for  accounting  purposes.

The  preliminary  allocation  of  the  purchase price has been made to the major
categories  of assets and liabilities in the accompanying consolidated financial
statements,  of  which  $617,000  was  allocated  to  client  contracts  and
relationships,  which represents management's best estimate of the fair value of
the  client  contracts  and relationships as of the date of the acquisition. The
final  allocation  of the purchase price may differ from the amounts included in
the  accompanying  consolidated  financial  statements. The client contracts and
relationships were assigned a useful life of three years and are being amortized
to general and administrative expense.  Amortization expense of $34,274 has been
recorded  for  the  three  months  ended  December  31,  2003.

The following table reflects the estimated fair value of the assets acquired and
the  liabilities  assumed  in  the  purchase  of the 60% controlling interest in
Brunetti.

<TABLE>
<CAPTION>
          Assets acquired:
<S>                                                  <C>
               Accounts receivable                   $      131,985
               Property and equipment                        19,540
               Deposits                                       3,167
               Intangible assets                            617,000

          Liabilities assumed:
               Accounts payable and accrued
                 expenses                               (   525,731)
               Payable to minority members              (    55,534)
               Note payable and lines of credit         (   136,443)
               Minority interest                        (    54,944)
                                                     ---------------

          Net cash acquired                          $  (       960)
                                                     ===============
</TABLE>


                                       10
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2003 and 2002

The  following  table  reflects unaudited pro forma results of operations of the
Company  assuming  that the Brunetti acquisition had occurred on October 1, 2003
and  2002,  respectively:

<TABLE>
<CAPTION>
                                            Three Months Ended
                                               December 31,
                                            2003          2002
                                        -------------  -----------
<S>                                     <C>            <C>

     Revenues                          $     171,793      386,305
     Net loss                          $ (   224,715)  (   37,347)
                                        =============  ===========
     Basic and diluted
       net loss per share              $ (      0.02)           *
                                        =============  ===========
     Weighted average shares used
       in per share calculation            9,071,251    8,651,251
                                        =============  ===========
<FN>
     *Less  than  $(0.01)  per  share.
</TABLE>

On  January  30, 2004, the Company acquired the remaining 40% equity interest in
Brunetti (Note 9).

5  Related  Party  Receivables
------------------------------

In  September  2003,  the  Company loaned $35,000 to NanoPierce in return for an
unsecured,  7%  promissory  note,  due  in September 2004.  In October 2003, the
Company  loaned  an  additional  $100,000  to  NanoPierce  in  return  for  a 7%
promissory note, collateralized by an assignment of 51% of the proceeds, if any,
that  NanoPierce  might  receive as a result of a pending NanoPierce lawsuit. In
January  2004,  both  promissory  notes  were  paid  in  full  by  NanoPierce.

At October 1, 2003, the Company also had a $20,200 unsecured, 7% note receivable
from  a  firm  that  assists  the  Company  from time to time with its financing
efforts. An officer of the firm is related to a member of the Board of Directors
of the Company.  In October 2003, this note was satisfied in connection with the
extinguishment  of  a  note  payable(Note  6).

Prior  to  October  1,  2001,  the  Company  loaned $39,000 to an officer of the
Company  in  exchange  for  an  unsecured,  8% promissory note, which was due in
September  2002.  In  November  2002,  the  Company  received  74,870  shares of
NanoPierce  common  stock  valued  at  $43,424 ($0.58 per share; the closing bid
price of the NanoPierce common stock on the date of exchange) in satisfaction of
the  $39,000  promissory note and related accrued interest of $4,424. No gain or
loss  was  recognized  on  the  transaction.


                                       11
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2003 and 2002

6   Notes  Payable  and  Lines  of  Credit
------------------------------------------

Note  Payable  -  related  parties

In  September  2003,  a  shareholder loaned the Company $50,000 in return for an
unsecured  7%  promissory  note,  due  in  September  2004. In October 2003, the
Company  issued  warrants  to  purchase 1,666,074 shares of the Company's common
stock  in  satisfaction  of  $11,305  of  the note balance (Note 8). The Company
applied  the  amount owed on a $20,200 unsecured note receivable in satisfaction
of  the $20,691 of the note balance. The remaining principal of $18,004 was paid
in  cash.

Other

At December 31, 2003, Brunetti has lines of credit as follows:


     Line of credit; bearing interest monthly at
     prime plus 2%, principal maturing March 2004,
     with maximum borrowings of $50,000;
     collateralized by accounts receivable and
     equipment                                                 $12,633

     Line of credit; bearing interest monthly at
     prime plus 2%, with maximum borrowings of
     $50,000; collateralized by accounts receivable
     and equipment                                               1,832
                                                               -------
                                                               $14,465
                                                               =======

7  Operating  Lease
-------------------

Brunetti  leases  office space under an operating lease which expires in January
2009,  and  which  requires  a  base rent of $4,335 per month.  Brunetti is also
responsible  for  certain common area charges based on total charges incurred by
the  lessor.

8  Stockholders'  Equity
------------------------

Common  Stock

In  October  2003, the Company issued 10,750,000 shares of its restricted common
stock  and  warrants  exercisable into 3,255,000 shares of its restricted common
stock for cash of $1,075,000.  The 10,750,000 shares of common stock were issued
at a price of $0.10 per share.  The warrants have an exercise price of $0.10 per
share,  a  term  of  5  years  and  provide  for  cashless  exercise.

In October 2003, the Company also issued 200,000 shares of its restricted common
stock  for  cash of $2,000.  The 200,000 shares of common stock were issued at a
price  of  $0.01  per  share.


                                       12
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2003 and 2002

Stock  Options

In  connection  with  the  Company's sale of NanoPierce common stock in December
2003, the Company issued an option to purchase 2,000,000 shares of the Company's
restricted  common  stock  at $0.10 per share.  This option, which was valued at
$73,107,  expires  in  April  2004.

In  October 2003, the Company granted options to purchase up to 1,500,000 shares
of  common  stock  to  officers/directors of the Company and options to purchase
800,000  shares  of  common stock to employees of its subsidiary, Brunetti.  The
options  have  an  exercise  price  of $0.51 per share (equivalent to the market
value  of the Company's common stock at the grant date), a term of 10 years, and
provide  for  cashless  exercise.

In  January 2004, the Company granted options to purchase up to 1,250,000 shares
of  common  stock to officers/directors of the Company and an option to purchase
500,000 shares of common stock to an employee of its subsidiary, Brunetti. These
options  have  an  exercise  price  of $0.41 per share (equivalent to the market
value  of the Company's common stock at the grant date), a term of 10 years, and
provide  for  cashless  exercise.

Warrants

In  October  2003,  the Company issued warrants to purchase 1,933,926 restricted
common  shares for cash of $19,339. The warrants were issued for working capital
and  have  an  exercise price of $0.10 per share, a term of 5 years, and provide
for  cashless  exercise.

In  October  2003,  the Company issued warrants to purchase 1,166,074 restricted
common  shares as partial payment on a $50,000 promissory note. The value of the
warrant  was estimated to be $11,661. The warrant has an exercise price of $0.10
per share, a term of 5 years, and provides for cashless exercise.

In  October  2003,  the Company issued warrants to purchase 3,255,000 restricted
common  shares  as  part  of  an equity financing. The warrants have an exercise
price  of  $0.10  per  share  and  a  term  of 5 years, and provide for cashless
exercise.

In  September  2003,  the  Company entered into a one-year contract for investor
relation  services  with  a  third  party.  Compensation  includes  a  warrant
exercisable  into  580,000  shares of the Company's restricted common stock. The
warrant  has  an  exercise  price  of  $0.20  per share and expires in 2006. The
warrant  was  valued  at  approximately  $95,000 using the Black-Scholes pricing
model.  The prepaid expense of $95,000 is being amortized over the one-year term
of  the  agreement,  as  services  are  performed, of which $23,829 was expensed
during  the  three  months  ended  December  31,  2003.


                                       13
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2003 and 2002


9   Subsequent  Event
---------------------

On  January  30, 2004, the Company acquired the remaining 40% equity interest in
its  subsidiary,  Brunetti, in exchange for a cash contribution of $300,000. The
founding  members  of  Brunetti  relinquished  their  remaining 40% interest. In
connection with the acquisition, the founding members each received an option to
purchase  500,000  shares  of the Company's common stock. The acquisition of the
remaining  40%  interest  is to be accounted for as a step acquisition under the
purchase  method  of  accounting.



                                       14
<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.

RESULTS  OF  OPERATIONS

     On October 20, 2003, the Company acquired a controlling 60% equity interest
in  Brunetti DEC, LLC ("Brunetti") for a $700,000 cash contribution to Brunetti.
Brunetti  is  a Denver, Colorado-based company that provides consulting, design,
engineering and construction services designed to enable and enhance voice, data
and  video  communications through fiber and wireless systems. Brunetti provides
services  primarily  to  state,  municipal  and  local governments in the United
States.

     Revenues for the three months ended December 31, 2003 were $40,676 compared
to $0 for the three months ended December 31, 2002. The $40,676 in revenues were
generated  from technology services by Brunetti. The Company expects to continue
to  generate  revenues  in  the  future  through  its  technology services under
existing contracts in place and through current sales efforts at Brunetti.

     Cost  of  revenues  for  the three months ended were $63,856 resulting in a
gross  deficit  for  the  three months ended December 31, 2003 of $(23,180). The
gross  deficit  was  due  to  cost overruns during the period ended December 31,
2003.

     Loss  from  operations  for  the  three  months ended December 31, 2003 was
$427,614  compared to $51,223 for the three months ended December 31, 2002.  The
increase  of  $376,391  is  due  to  the  increase in general and administrative
expenses  as  explained  below, and due to the gross deficit of $23,180.

     General  and administrative expenses during the three months ended December
31,  2003 were $404,434, compared to $51,223 for the three months ended December
31,  2002.  The increase of $353,121 is primarily attributable to an increase in
expenses  due to the acquisition of Brunetti and the addition of its general and
administrative  expense  to  those  of  the  Company.

     The  Company  recognized  gains  of  $259,195  for  the  three months ended
December  31,  2003 on the sale of NanoPierce common stock, compared to gains of
$67,857  for  the  three  months  ended  December  31,  2002.

     During  the  three  months  ended December 31, 2003, the Company sold to an
unrelated  third-party  5,911,894  shares of NanoPierce common stock held by the
Company  along  with  an  option  to  purchase 2,000,000 shares of the Company's
common  stock  for cash of $332,301.  The closing market price of the NanoPierce
common stock on the date of the sale was $0.25 per share.  The carrying value of
the  NanoPierce  shares  on  the  transaction  date  was $0.  The sale price was
allocated  between  the estimated fair value of the NanoPierce shares ($259,195)
and  the option ($73,107), resulting in a gain on the sale of stock of $259,195.


                                       15
<PAGE>
     During  the  three months ended December 31, 2003, the Company recognized a
net  loss  of $110,168 compared to a net loss of $26,422 during the three months
ended  December  31, 2002.  The increase of $83,746 is explained by the $353,121
increase  in  general  and  administrative  expenses as a result of the Brunetti
acquisition  offset  by the $259,195 gain from the sale of the NanoPierce common
stock.

LIQUIDITY  AND  CAPITAL  RESOURCES

     In  October  2003,  the  Company issued 10,750,000 shares of its restricted
common  stock  and  warrants exercisable into 3,255,000 shares of its restricted
common  stock  as  part  of  an equity financing for $1,075,000.  The 10,750,000
shares  of common stock were issued at a price of $0.10 per share.  The warrants
have  an  exercise  price  of  $0.10  per share and have a term of 5 years.  The
warrants  provide  for  cashless  exercise.

     During  the  three  months  ended  December  31,  2003,  the Company issued
warrants  to  purchase 1,933,926 restricted common shares for cash of $19,339 to
use  as  working capital. The warrants have an exercise price of $0.10 per share
and  a  term  of  5  years,  the  warrants  provide  for  cashless  exercise.

     During  the  three months ended December 31, 2003, the Company's subsidiary
paid,  approximately $121,000 on a line of credit and note payable and a $50,000
payable  to  a minority member.

     Prior  to  October  1, 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 closing bid price of
the NanoPierce common stock was $0.69 per share at the date of grant.  The first
warrant  of 150,000 shares has a term of 2 years.  The second warrant of 150,000
shares  has  a  term  of  5  years.

     Both  warrants  provide  for  cashless  exercise  of  the  warrants and are
exercisable immediately.  The warrants were valued at $32,000 at the date of the
issuance.

     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, 2003, the fair value of the
derivatives  was  estimated  to  be  $33,000.

     During the three months ended December 31, 2003, the Company acquired a 60%
equity  interest  in  Brunetti  DEC,  LLC  in  exchange  for  a $700,000 in cash
contribution  to  Brunetti. The preliminary allocation of the purchase price has
been  made to the major categories of assets and liabilities in the accompanying
consolidated  financial  statements,  of  which $617,000 was allocated to client
contracts  and relationships, which represents management's best estimate of the
fair  value  of  the  client  contracts  and relationships as of the date of the
acquisition.  The  final  allocation  of  the purchase price may differ from the
amounts  included  in  the  accompanying  consolidated financial statements. The
client  contracts  and  relationships were assigned a useful life of three years
and  are  being  amortized  to  general and administrative expense. Amortization
expense  of  $34,274  has  been recorded for the three months ended December 31,
2003.


                                       16
<PAGE>
PLAN  OF  OPERATIONS

     As  of  December  31,  2003,  the  Company  owns approximately 0.70% of the
outstanding  common  stock  of  NanoPierce  Technologies,  Inc.  ("NanoPierce").
Through October 20, 2003, the Company's President/CEO was also the President/CEO
of NanoPierce and was also a member of the board of directors of both companies.
At  December  31,  2003,  the  Company  owns 464,870 shares of NanoPierce common
stock,  of  which  300,000  shares  are subject to warrant agreements, described
below.  Beginning  October  21,  2003,  based on factors which indicate that the
Company no longer has the ability to exercise significant influence, the Company
changed  its  method  of  accounting  for  the  NanoPierce shares not subject to
underlying  warrants  to  the  method  of accounting prescribed by SFAS No. 115,
"Instruments  in  Debt  and  Equity Securities".  The Company has classified its
investment  in  NanoPierce  as available for sale securities in which unrealized
gains  (losses)  are  recorded  to  shareholders'  equity.

     To  the  extent  the  Company's  operations  are not sufficient to fund the
Company's  capital  requirements,  the  Company  may enter into a revolving loan
agreement with financial institutions, attempt to raise capital through the sale
of  additional capital stock, or through the issuance of debt, or sell shares of
NanoPierce  common  stock held as an investment by the Company.  At December 31,
2003,  the  Company  owns  164,870  shares  of  NanoPierce common stock that are
tradeable,  and  based upon the closing bid price of $0.25 per share, the market
value  of  the  NanoPierce common shares at December 31, 2003, was approximately
$41,218.     At  the  present  time  the  Company does not have a revolving loan
agreement  with  any  financial  institution  nor  can  the  Company provide any
assurance that it will be able to enter into any such agreement in the future or
be  able  to  raise  funds through the further issuance of debt or equity in the
Company.  The  Company  continues  to evaluate additional merger and acquisition
opportunities.

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")/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/CFO  has  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.



                                       17
<PAGE>
                           PART II - OTHER INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

     During  the period of October 1, 2003 to December 31, 2003 the Company made
the  following  issuances  of  its  securities:

     (a)  The Company sold 10,750,000 shares of its restricted common stock to a
          class  of  investors  which included directors of the Company, various
          family  members  and friends of officers and directors of the Company,
          business  associates and professional colleagues of various members of
          management  of the Company, all of who are sophisticated investors and
          who  have  an  extensive  investment  history.  In  addition, many are
          accredited  investors.  The  10,750,000 shares were sold at a price of
          $0.10  per  share  for  a  total  purchase  price  of  $1,075,000.  In
          connection with the purchase of the common stock, warrants to purchase
          3,255,000  shares of the Company's restricted common stock were issued
          to the purchasers of the 10,750,000 shares of restricted common stock.
          The  warrants  have  an exercise price of $0.10 per share, a term of 5
          years  and  provide  for  cashless  exercise.

     (b)  The  Company  issued  warrants  to  purchase  3,100,000  shares of the
          Company's  restricted  common  stock  to  a  class  of investors which
          included  friends  and family members of the officers and directors of
          the Company and business associations of various members of management
          of  the  Company.  The  warrants were issued in return for cash and as
          payment  on  a promissory note. The warrants have an exercise price of
          $0.01  per share, a term of 5 years and provide for cashless exercise.

     (c)  The  Company  sold 200,000 restricted common shares to a purchaser who
          is  a business associate of management of the Company. The shares were
          sold at $0.01 per share for a total purchase price of $2,000.

     (d)  The  Company  issued  25,787  restricted common shares on the cashless
          exercise  of  a  warrant  to  an  investor  of  the  Company.

Exemption  From  Registration  Claimed

     All  of  the above sales by the Company of its unregistered securities were
made  by  the  Company  in  reliance  upon  Section 4(2) of the Act.  All of the
individuals  and/or entities that purchased the unregistered securities were all
known  to  the  Company  and  its  management,  through  pre-existing  business
relationships,  as  long  standing  business associates, friends, and investors.
All  purchasers  were  provided  access  to all material information, which they
requested,  and  all  information  necessary to verify such information and were
afforded access to management of the Company in connection with their purchases.
All  purchasers  of  the  unregistered  securities  acquired such securities for
investment and not with a view toward distribution, acknowledging such intent to
the  Company.  All  certificates or agreements representing such securities that
were  issued  contained restrictive legends, prohibiting further transfer of the
certificates or agreements representing such securities, without such securities
either  being  first  registered  or  otherwise  exempt from registration in any
further  resale  or  disposition.


                                       18
<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 & 31.2   Certification Pursuant to Section 302 of the
                                Sarbanes-Oxley Act of 2002

          Exhibit 32.1 & 32.2   Certification Pursuant to Section 906 of the
                                Sarbanes-Oxley Act of 2002


     (b)  REPORTS ON FORM 8-K. The Registrant filed the following reports on
          Form 8-K during the quarter ended December 31, 2003:

          -    Current Report on Form 8-K, dated October 20, 2003, filed with
                  the Securities and Exchange Commission on October 22, 2003
                  (Regarding the acquisition of 60% equity interest in Brunetti
                  DEC, LLC by the Company).



                                       19
<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 17, 2004                  /s/ Charles L. Brunetti
                                         ---------------------------------

                                           Charles L. Brunetti,

                                             Chief Executive Officer


                                         /s/ Kristi J. Kampmann
                                         ---------------------------------

                                           Kristi J. Kampmann,

                                             Chief Financial Officer



                                       20
<PAGE>