UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 20, 2007
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Date of Report (Date of earliest event reported)
INTERCELL INTERNATIONAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Nevada 0-14306 84-0928627
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
370 17th Street, Suite 3640
Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
(303) 592-1010
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
Change In Certifying Accountant
Larry O'Donnell, CPA, formerly auditor for NewMarket China, Inc. (the Company),
was dismissed as auditor on April 20, 2007. Pollard & Kelley Auditing Services,
Inc. were engaged as auditors for Company on October 2, 2006. The change
resulted as a part of the acquisition of NewMarket China, Inc. by the Company.
The change of accountants was approved by the Board of Directors. No audit
committee exists other than the members of the Board of Directors.
In connection with audit of the two most recent fiscal years and through the
date of termination of the accountants, no disagreements exist with any former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused them to
make reference in connection with his report to the subject of the
disagreement(s).
The audit report by Larry O'Donnell, CPA for the years ended September 30, 2006
and September 30, 2005, contained an opinion which included a paragraph
discussing uncertainties related to continuation of the Company as a going
concern.
Otherwise, the audit report by Larry O'Donnell, CPA for the years ended
September 30, 2006 and September 30, 2005, did not contain an adverse opinion or
disclaimer of opinion, nor was qualified or modified as to uncertainty, audit
scope, or accounting principles.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits: The following exhibits to the Registration Statement are
hereby filed as part of this report on Form 8-K. Exhibit numbers
correspond to the numbers in the exhibit table of Item 601 of
Regulation S-B.
Exhibit No. Description
16* Letter on Change in Certifying Accountant
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*Filed herewith.
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 hereunto duly authorized.
Date: April 20, 2007 NEWMARKET CHINA, INC.
/s/ Philip Rauch
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Philip Rauch
Chief Financial Officer