UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 17, 2007
NEWMARKET CHINA, INC.
(Exact name of registrant as specified in its charter)
Nevada 00-14306 84-0928627
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
14860 Montfort Drive, Suite 210, Dallas, Texas 75254
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(Address of Principal Executive Offices) (Zip Code)
(972) 386-3372
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Registrant's telephone number, including area code
INTERCELL INTERNATIONAL CORP.
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(Former name or former address, if changed since last report)
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))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On April 17, 2007, the Board of Directors and the management of NewMarket China,
Inc. (the "Company"), have concluded that it must consider whether certain
financial statements included in the Current Report on Form 8-K12g3, filed with
the Securities and Exchange Commission (SEC) on November 16, 2006 should be
re-stated.
On November 2, 2006, the Company acquired 100% of the issued and outstanding
common stock of NewMarket China, Inc. (the Acquiree) from NewMarket Technology,
Inc. As required by the nature of the transaction, the Company, known as
Intercell International Corporation at the time, filed a Current Report on Form
8-K 12g3 and as part of such report included the audited financial statements of
the Acquiree for the year ended December 31, 2005 and the unaudited financial
statements of the Acquiree for the six-month period ended June 30, 2006. The
Company is considering whether these financial statements need to be restated to
accurately reflect assets and revenue recognition attributable to a joint
venture that the Acquiree is involved in. The Company would be including the
effects of these restatements in its consolidated financial statements in its
Transitional Annual Report on Form 10-KSB for the year ended December 31, 2006.
When reviewing the Company's Current Report on Form 8-K12g3, shareholders should
consider the report unreliable and may be amended. The Company plans to file an
amended Current Report on Form 8-K12g3, as may be needed.
The Company has discussed such changes with Larry O'Donnell, the Company's
independent registered public accounting firm, who has concurred with management
as to the re-examination of their Current Report on Form 8-K 12g3. In addition,
the Company has discussed such changes with Pollard-Kelley Auditing Services,
Inc., the Acquiree's independent registered public accounting firm, who have
concurred with management as to the re-examination of the Current Report on Form
8-K12g3.
The Company intends to file an amendment to its Current Report on Form 8-K12g3,
filed on November 12, 2006 to reflect any adjustments or restatements that need
to be made.
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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.
NEWMARKET CHINA, INC.
By: /s/ Philip Rauch
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Philip Rauch, Chief Financial Officer
Date: April 20, 2007
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