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

                                   FORM 10-KSB
 (Mark  one)
[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

                    FOR THE FISCAL YEAR ENDED: JUNE 30, 2005
                    ----------------------------------------

                                       OR

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

Commission  file  number:  33-19598-D

                          NANOPIERCE TECHNOLOGIES, INC.
                  --------------------------------------------
                    Exact name of registrant as specified in
                                   its charter

                Nevada                                   84-0992908
     --------------------------------          -----------------------------
     (State of other jurisdiction of                  (I.R.S. employer
      incorporation or organization)                identification number)

                       370 Seventeenth Street, Suite 3640
                             Denver, Colorado 80202
            --------------------------------------------------------
              (Address and zip code of principal executive office)

            --------------------------------------------------------
                 (Former address of principal executive office)

Registrant's telephone number, including area code: (303) 592-1010
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

                       (Title of Class)       Name of Each
                                           Exchange On Which
                                               Registered
                    -------------------------------------------
                         Common Stock,          NASDAQ:BB
                       0.0001 Par Value    Frankfurt Exchange
                                            Hamburg Exchange


     Indicate  by  check  mark  whether  the  registrant:  (1) 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
    -----           -----


<PAGE>
     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge,  in definitive proxy or information statement
incorporated  by  reference  in  Part  III  or this Form 10-KSB or any amendment
hereto. [X]

     As  of  the  close  of  trading  on October 3, 2005, there were 133,059,033
shares  outstanding,  130,996,765  of  which  were  held  by non-affiliates. The
aggregate market value of the common shares held by non-affiliates, based on the
average  closing  bid  and  asked  prices  on October 3, 2005, was approximately
$10,938,230.

     The  registrant's  revenue  for the fiscal year ended June 30, 2005 was $0.

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


<PAGE>
                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

COMPANY OVERVIEW

     NanoPierce  Technologies, Inc. (the "Company") is a Nevada corporation that
was incorporated on June 22, 1996, as Sunlight Systems, Ltd.  From June 22, 1996
through  November 1996 the Company engaged in limited activities as a dealer and
distributor  of  sun  tunnels.  This  business,  however,  was  discontinued and
substantially  all  assets  were sold in November of 1996.  From that time until
February  1998,  the  Company was generally inactive and reported no significant
operating  revenues.

     On February 26, 1998, the Company acquired the intellectual property rights
related  to  the  Company's  patented  Particle Interconnect Technology (the "PI
Technology")  from  Particle  Interconnect  Corporation  ("PI Corp"), a Colorado
corporation,  and  a wholly owned subsidiary of Intercell Corporation (now known
as  Intercell  International  Corporation,  hereinafter  "Intercell"),  a Nevada
corporation.

     The  Company  acquired the PI Technology in order to pursue a more focused,
strategic  application  and  development  of  the  PI  Technology,  subsequently
referred  to  as  the  NanoPierce  Connection  System  ("NCS(TM)").  NCS  is  an
alternative  method  of  providing temporary or permanent electrical connections
between  different flexible, rigid, metallic and non-metallic surfaces.  Through
the  use of the particle technology, the Company can also attach semi-conductors
directly  to  various  surfaces.  The  Company  has  trademarked this process as
WaferPierce(TM).

     The Company does not plan, at this time, to continue efforts to manufacture
or  develop  products  that  utilize  the Company's PI Technology.  To date, the
Company  has  not successfully manufactured, marketed, sold products or licensed
companies  to  manufacture,  develop  and market products using the Company's PI
Technology.

TECHNOLOGY  PLATFORM  CHANGE

     Beginning  in  October  2004,  the  Company  instituted steps to change its
technology  platform  from  a  semiconductor  based  technology  platform  to  a
biotechnology  based  platform.  The  formal change occurred on August 15, 2005,
when the Company purchased a 50% interest in BioAgra, LLC ("BioAgra"), a limited
liability company, organized under the laws of the State of Georgia.

CORPORATE  RESTRUCTURING

     Management  of the Company has been authorized by the Board of Directors to
institute  a  plan  for  corporate  restructuring.  This  plan  includes (i) the
creation  of  a  class  of convertible preferred shares with super voting power;
(ii)  the  issuance  of  a  subscription agreement for the convertible preferred
shares; (iii) a reverse stock split and a record date for such stock split to be
determined  in  the  near  future;  (iv) an increase in authorized common shares
post-reverse  split;  and  (v)  a  change  of  the  name  of  the  Company.


                                        1
<PAGE>
     On  September  26,  2005,  the Company executed a Subscription Agreement to
sell  the  Company's  Preferred  Stock  to  Arizcan  Properties,  Ltd. ("Arizcan
Properties").  The  Subscription  Agreement provides for the purchase of 200,000
shares  of  a  Class  A  8% cumulative and participating preferred shares with a
sales price of $7.50 per share. The preferred shares are convertible into 60% of
the  Company's  issued  and outstanding post-split shares of its common stock on
the  date  of  conversion.

SUBSIDIARIES  AND  INVESTMENTS

     BIOAGRA,  LLC  ("BIOAGRA").  In  August  2005,  the Company purchased a 50%
equity  interest  in  BioAgra,  a  Georgia  limited  liability  company  for
approximately $905,000 in cash and a note payable of $595,000, which was paid in
full  on  September  15,  2005.  BioAgra  is located in Hinesville, Georgia. The
remaining 50% was purchased by Xact Resources International for the contribution
of  rights,  a  license,  intellectual  properties,  purchase orders and similar
items.  The  Company  does  not  have a controlling interest on BioAgra. BioAgra
holds  a  license  for  the production of YBG-2000. The license, dated April 18,
2005,  has  a  term expiring October 18, 2024. YBG-2000 is a natural beta glucan
feed  additive  used  to replace artificial antibiotics, currently in use. Under
the  license BioAgra has an exclusive right to manufacture and sell the licensed
products  in  the United States and a non-exclusive right to sell throughout the
rest  of  the world. BioAgra plans to manufacture and market YBG-2000, initially
for  sale  in  the  poultry  industry,  starting  in  January  2006.

     Currently,  BioAgra  is in the process of constructing the production line.
BioAgra  expects  to  begin  producing  and shipping product at the beginning of
2006.  As  the  production  line  is  being  completed, management of BioAgra is
developing  marketing  plans  for  the  sale  and  distribution  of the product,
marketing  strategies  and  hiring  administrative  and  manufacturing  staff.

     NANOPIERCE  CARD  TECHNOLOGIES,  GMBH  ("NANOPIERCE CARD").  Established in
January  2000,  NanoPierce  Card was located in Hohenbrunn, Germany.  NanoPierce
Card was responsible for the marketing of the Company's technology, services and
products on an international basis.  On April 1, 2003, NanoPierce Card filed for
insolvency  with the Courts of Munich, Germany.  The insolvency was necessary in
order  to comply with specific German legal requirements.  The Company completed
a  plan  of  self-liquidation  and the German court legally dissolved NanoPierce
Card  on  June  8,  2004.

     NANOPIERCE  CONNECTION SYSTEMS, INC. ("NANOPIERCE CONNECTION").  NanoPierce
Connection,  a  Nevada  corporation,  was located in Colorado Springs, Colorado,
USA.  Beginning  business  in January 2002, NanoPierce Connection was the center
for research and development activities.  In September 2003, the Company entered
into  a joint venture with Scimaxx, LLC in order to further the marketing of the
services  previously  offered  by  NanoPierce Connection. During the fiscal year
ended  June  30,  2005,  NanoPierce  Connection  had  no  operations.


                                        2
<PAGE>
     EXYPNOTECH, GMBH ("EXYPNOTECH"). ExypnoTech was organized in February 2002.
ExypnoTech  produces  inlay components used in the manufacturing of, among other
things,  smart  labels (often referred to as radio frequency identification tags
or  "RFID").  ExypnoTech,  in  addition  to  the  inlay  components,  plans  to
manufacture and sell other types of RFID components. In December 2003 ExypnoTech
sold  a  controlling  51%  interest  in  ExypnoTech to TagStar Systems, GmbH for
$98,000  in  cash.  As  a  result  of  this  sale,  the  Company does not have a
controlling  interest  in  ExypnoTech and the Company is only entitled to 49% of
the  net  income  generated  by  ExypnoTech if any, and shares in 49% of any net
losses.  ExypnoTech, if able, will pay dividends on an annual basis. The Company
is  entitled  to  49%  of  the dividends, if any, paid as a result of any future
profits  of  ExypnoTech.

     SCIMAXX  SOLUTIONS,  LLC  ("SCIMAXX SOLUTIONS"). On September 15, 2003, the
Company  entered into a joint venture with Scimaxx, LLC (Dr. Neuhaus, a director
of  the  Company  is a part owner of Scimaxx, LLC - See Item 12). In April 2005,
Scimaxx Solutions, LLC discontinued operations. The purpose of the joint venture
was  to  provide  the  electronics  industry  with  technical  solutions  to
manufacturing  problems  based  on  the  need  for  electrical connectivity. The
Company  received  a  50%  interest  in  the  joint  venture  in  exchange for a
contribution  of  the equipment owned by NanoPierce Connection. The Company also
granted  Scimaxx  Solutions  a  ten-year,  non-exclusive,  non-royalty  bearing
worldwide  license  to  use the Company's intellectual property. The Company and
Scimaxx,  LLC intend to formerly terminate Scimaxx Solutions in the near future,
at  which  time  the  license  will  terminate.

     EXYPNOTECH,  LLC  ("EXYPNOTECH,  LLC").  On  June  18,  2004,  the  Company
organized  ExypnoTech,  LLC as a wholly-owned subsidiary to market, primarily in
the  United  States  of America, the RFID components manufactured by ExypnoTech,
GmbH.  During  the  last  6-months  of  the  fiscal  year  ended  June 30, 2005,
ExypnoTech,  LLC  did  not  have  active  operations.

THE NCS(TM) TECHNOLOGY

     NCS(TM)  is  a  method  where  metallized,  hard, microscopic particles are
deposited onto one of two contact surfaces, through electrolytic or electro-less
plating  methods  or other methods.  When the two surfaces are pressed together,
the  conductive  particles  penetrate  the  second contact surface and create an
electrical  connection.  Bonding  of  the contact surfaces can be achieved using
nonconductive  adhesives  or  ultrasonic  welding.

     NCS  can  be used with many different substrates (flexible, rigid, metallic
and  non-metallic),  allowing NCS to replace more conventional methods of making
electrical  contacts, such as soldering, spring-loading, pin-in-hole connections
and  conventional  "flip chip" attachment.  In addition, NCS can be used to form
either  temporary  or  permanent  connections.

     NCS  provides  advantages  to  potential users among which are; lower costs
through  the usage of less expensive materials; the elimination of manufacturing
steps;  improved  thermal  and  electrical  properties;  elimination  of special
environments  for  application; decreased production time; easy integration into
existing  production  lines;  increased design miniaturization; adaptability for
specific  applications  and  RF  (radio  frequency)  performance.


                                        3
<PAGE>
     The  Company  has  extended  NCS  to  permit  the  direct  attachment  of
semiconductor  chips  to  a  substrate,  a  process  called  WaferPierce(TM).
WaferPierce is comprised of two parts: (1) the electroless application of NCS to
the  contact pads of chips while still in wafer form; and (2) a proprietary chip
attachment  process in which chips are bonded to a substrate face down using the
core  NCS  method.

     The  Company  currently holds 13 Patents with the U.S. Patent and Trademark
Office.  Further,  the Company has filed several patent applications both in the
United  States  and  internationally  in  order  to  continue  to  protect  its
intellectual  property.  To  reduce expenses, during the fiscal years ended June
30, 2005 and 2004, the Company abandoned several of its patent applications. The
Company also holds several trademarks with the U.S. Patent and Trademark Office,
in  connection  with  the  Company's  name,  logo  and  services.

BUSINESS STRATEGY

     The  Company,  through  its  investment  in  ExypnoTech  and joint venture,
BioAgra,  is  targeting  the  following  business  activities:

     1.   RFID  COMPONENTS.  RFID  components  are  used to identify objects, by
          short-range  radio  over  a few millimeters to distances as great as a
          meter.  RFID  inlays consist of a small transponder chip bonded onto a
          metal foil antenna on an exceptionally thin and small plastic or paper
          sheet.  NCS  can  be  used  to  provide  the  connection  between  the
          transponder  chip  and  the  antenna.  In addition, NCS can be used to
          connect the chip to the chip module in contact smart cards or the chip
          module  to  the  antenna in the case of contactless smart cards. There
          are  many  different  applications  for  RFID  components,  but  the
          application  being  focused  on  by  the  Company  is  smart  labels.
          ExypnoTech  currently  offers  RFID  components  using  the  Company's
          intellectual  property.

     2.   BETA GLUCAN ADDITIVE. YBG-2000 is a beta glucan feed additive produced
          from spent brewer's or baker's yeast. The additive is a combination of
          bioactive  nutrients  and  B-glucans  that are extracted from the cell
          walls of the yeast using steam injection and a centrifuging extraction
          process.  The beta glucan additive is an all natural, organic compound
          that  has been proven to stimulate immune systems, thereby eliminating
          the  usage  of  antibiotics  and growth hormone supplements in animal,
          poultry and other feeds. YBG-2000 is designed to achieve two purposes.
          For  example,  in  the  poultry  industry, the first is to enhance the
          avian  immune  system  to  fight  bacterial  and viral infections more
          effectively  and  efficiently,  and  secondly,  to promote accelerated
          growth.  Currently,  animals  in the cattle, poultry, swine and shrimp
          industries  are  fed  artificial  antibiotics, in order to prevent the
          spread  of  bacterial  and  viral  infections  and steroids to promote
          growth.  BioAgra  is  initially  targeting  customers  in  the poultry
          processing  industry.

          Currently,  governments  are  urging,  if  not, directing producers to
          remove  artificial  antibiotics  from  the  human food chain supply to
          reduce the development in humans of increasingly powerful and virulent
          strains  of  antibiotic  resistant bacteria, which makes treatment for
          illnesses and diseases more difficult and expensive. In addition, food
          service  providers  are  demanding  natural,  organic, antibiotic free
          foods.


                                        4
<PAGE>
          As  previously  mentioned,  BioAgra  is developing marketing plans and
          strategies  for YBG-2000 while the construction of the production line
          is being completed. The initial marketing strategy is to penetrate the
          poultry  producing  industry and to that extent, contact has been made
          with potential customers, though no formal contracts have been signed,
          at  this  point. Assuming BioAgra can successfully sell product to the
          poultry  producing  industry,  BioAgra  intends  to market and sell to
          other  industries  such as the swine and shrimp processing industries.

RESEARCH AND DEVELOPMENT

     The  Company's  research and development activities were formerly conducted
through  NanoPierce  Connection,  with  additional  activities  occurring  at
ExypnoTech.  During  the  last year, minimal research and development activities
were  conducted  at  Scimaxx Solutions. For the fiscal years ended June 30, 2005
and  June  30,  2004,  the  Company  incurred  $0  and $41,849, respectively, in
research  and  development  expenses.

     The  Company  does  anticipate  that  a  substantial  level of research and
development  activities  will  occur  at  BioAgra.

COMPETITION

     Competition  in  the  electronic connector market is fierce.  The principal
competitive  factors  are  product quality, performance, price and service.  The
Company  and  its  licensees  face  competition from well-established firms with
other  interconnect  technologies.  The  Company  will face competition from the
development  of  existing  and  future  competing technologies.  There currently
exists  approximately  28  different  technologies  that  can  be used to create
interconnect  solutions,  including  dendrite  crystals,  gold  dot  technology,
anisotropic  technology  (technologies using materials whose behavior differs in
the  up/down  and  left/right  directions),  elastomerics (rubber-like synthetic
materials)  and  Z-axis  conductive adhesives.  These technologies currently are
produced by materials and chemical suppliers, flexible and rigid printed circuit
board  manufacturers, as well as electronics manufacturers who produce their own
materials  and  interconnect  systems.

     Competition, at present, for beta glucan products in the market targeted by
BioAgra  is limited. The United States and many other countries in the world are
in  the  process of eliminating or plan to eliminate the usage of antibiotics in
the  feed  of animals in the human food chain supply. There are a limited number
of  alternatives  to antibiotics. Such alternatives include organic acids, plant
extracts  (ex.  oregano  oil),  and  mannoproteins.  These alternatives have not
experienced  a  great  success  rate.

     Other potential competitors include those already producing beta glucan for
human  consumption.  This  type  of  "purified"  beta  glucan  is considered too
expensive  to  use  in  markets  other than for direct human consumption.  Other
competitors are those producing beta glucan with a 60% or less bioactivity level
for  the  markets addressed by BioAgra.  Based upon data provided to the Company
beta  glucan  having  less  than 80% bioactivity is not effective in the markets
chosen  by  BioAgra.  BioAgra  intends  to  produce  an  80%  pure  beta glucan.


                                        5
<PAGE>
     Competition  will  also  consist  of  established  producers  of artificial
antibiotic  growth  promotion  products.  These  are  large  companies with vast
resources  allocated to the protection of the brand recognition and market share
of  their  products.

SOURCES  OF  RAW  MATERIALS

     Production  of  the beta glucan additive requires spent brewer's or baker's
yeast.  Brewer's  yeast  is  used  in  the  production  of  alcoholic beverages.
Arrangements  are  being made with commercial firms that purchase and distribute
these  types  of  yeast.  There is an adequate supply of these raw materials for
the  foreseeable  future  for  BioAgra's  activities.

CUSTOMERS

     BioAgra  is  in  the  initial  stages of marketing and contacting potential
customers of its product, YBG-2000. Initial customers are expected to be poultry
producers  located  in  the  United  States  and  abroad.

GOVERNMENT REGULATION

     The  Company  believes  that it is in compliance with all federal and state
laws  and  regulations  governing  its limited operations.  Further, the Company
believes that it is in compliance with all German laws and regulations governing
its  limited  operations  in  Germany.  Compliance  with  federal  and  state
environmental  laws  and  regulations  did  not  have  a  material effect on the
Company's  capital  expenditures,  earnings  or  competitive position during the
fiscal  year  ended  June  30,  2005.

     To  the  knowledge of the Company, the YGB-2000 beta glucan product planned
to  be  produced by BioAgra is not subject to the regulations of either the U.S.
Food  and Drug Administration ("FDA") or U.S. Department of Agriculture ("USDA")
because  it  is  considered  to  satisfy  the  criteria  set  forth for products
"generally  regarded  as  safe"  ("GRAS").

EMPLOYEES

     On  June  30, 2005, the Company and its subsidiaries had two employees. Mr.
Metzinger  and  Ms.  Kampmann,  key  officers  of  the  Company and the only two
employees  of  the  Company, have signed employment agreements with the Company.
(See-  ITEM  9-  "Directors  and Officers of the Company") None of the Company's
employees  are  represented  by  a  labor  union  or are subject to a collective
bargaining agreement. The Company believes that its relations with its employees
are  excellent.

     As  previously  mentioned, BioAgra intends to hire administrative staff and
production  staff.  It  expects  to have initially 12 production employees for a
two-shift  production  cycle.


                                        6
<PAGE>
FACTORS  AFFECTING  FUTURE  OPERATING  RESULTS

     Our  future  results  may  be  affected  by various risks and uncertainties
including  the  following:

     WE  HAVE  A  HISTORY  OF  LOSSES

     Developing  our  particle  technology  and its applications has been and we
expect  will continue to be expensive.  Our operating expenses have consistently
exceeded  our  revenues.  We  reported  a  net loss of $997,616, $1,558,083, and
$4,017,785  for  the  fiscal  years  ended  June  30,  2005,  2004  and  2003,
respectively.

     WE  MAY  NOT  BE  ABLE  TO  CONTINUE  AS  A  GOING  CONCERN

     Our  independent  auditors' report of our consolidated financial statements
as of June 30, 2005, and for each of the years in the two year period then ended
includes an explanatory paragraph expressing substantial doubt about our ability
to  continue  as  a  going  concern.  If  we  are  unable  to secure significant
additional  financing,  we  may  be  obligated  to  seek  protection  under  the
bankruptcy  laws  and  our  shareholders  may  loose  their  investment.

     WE  MAY  BE  UNABLE  TO  SUCCESSFULLY  COMPETE  IN  THE  MARKETPLACE

     Our markets are highly competitive.  Our success will depend in part on how
quickly  competitors can design and develop competing products and technologies.
We  are  disadvantaged  competing against these competitors in several different
areas,  including:

     -     financial  resources;

     -     technological  resources;

     -     manufacturing  capabilities;

     -     diversity  of  revenue  sources  and  business  opportunities;

     -     personnel  and  human  resources;  and

     -     research  and  development  capabilities.

     Our  larger  competitors  have long term advantages over us in research and
new  product  development  and  have  a  greater  ability  to withstand periodic
downturns in the market because they have diverse product lines that can provide
revenue  even  when  there  is  a  downturn  in  the  market.

     WE CANNOT GUARANTEE THE QUALITY, PERFORMANCE OR RELIABILITY OF OUR PRODUCTS

     We  have  no  prior experience in taking technology to the manufacturing or
production  stage.  We  expect  that  the  customers of our products will demand
quality,  performance  and  reliability.


                                        7
<PAGE>
     THERE  MAY  BE  INSUFFICIENT  DEMAND  FOR  OUR  TECHNOLOGY  OR  PRODUCT

     We  must  convince  our  potential  customers  that  our  technology  is
technologically  sound and can be manufactured efficiently and cost-effectively.
To  create  consumer  demand,  we  have  to  successfully  market  and  sell our
technology  and products.  Even after these efforts, our technology and products
may  not be viewed by consumers as an improvement over existing technologies and
products  and  may  not  achieve  commercial  acceptance.

     WE  MAY  BE  UNABLE  TO  MEET  OUR  ONGOING  NEEDS  FOR  ADDITIONAL CAPITAL

     We cannot accurately predict how much funding we will need to implement our
strategic  business  plan  or  to  continue  operations.  Our  future  capital
requirements,  the  likelihood  that  we  can  obtain money and the terms of any
financing  will  be  influenced  by  many  different  factors,  including:

     -     our  revenues,

     -     the  status  of  competing  products  in  the  marketplace,

     -     our  performance  in  the  marketplace,

     -     our  overall  financial  condition,

     -     our  business  prospects,

     -     the  perception  of  our  growth  potential  by the public, including
potential  lenders,

     -     our ability to enter into joint venture or licensing relationships to
achieve  a  market  presence  and

     -     our  progress  in developing, marketing and selling our technology or
product.

     If we cannot obtain adequate financing or if the terms on which we are able
to acquire financing are unfavorable, our business and financial condition could
be  negatively  affected.  We may have to delay, scale back or eliminate some or
all  of  our development and marketing programs, if any.  We may also have to go
to  third  parties  to  seek  financing, and in exchange, we may have to give up
rights  to  some  of  our  technologies, patents, patent applications, potential
products  or  other  assets.

     WE  MAY  BE  UNABLE  TO  HIRE  AND  RETAIN  KEY  PERSONNEL

     Our  future  success  depends on our ability to attract qualified technical
personnel  capable of working with our technology and product.  We may be unable
to  attract  these necessary personnel.  If we fail to attract or retain skilled
employees, or if a key employee fails to perform in his or her current position,
we  may  be  unable to bring our technology or product to the marketplace and to
generate  sufficient  revenues  to  offset  our  operating  costs.


                                        8
<PAGE>
     WE  MAY  BE  UNABLE  TO OBTAIN AND RETAIN APPROPRIATE PATENT, COPYRIGHT AND
TRADEMARK  PROTECTION  OF  OUR  PRODUCTS

     We  protect  our  intellectual property rights through patents, trademarks,
trade  names,  trade  secrets  and  a variety of other measures.  However, these
measures  may  be  inadequate  to  protect  our  intellectual  property or other
proprietary  information.

     -     TRADE  SECRETS  MAY BECOME KNOWN BY THIRD PARTIES.  Our trade secrets
or  proprietary  technology  may  become  known or be independently developed by
competitors.

     -     RIGHTS TO PATENTS AND TRADE SECRETS MAY BE INVALIDATED.  Disputes may
arise with third parties over the ownership of our intellectual property rights.
Our  patents  may  be  invalidated,  circumvented  or challenged, and the rights
granted  under those patents that provide us with a competitive advantage may be
nullified.

     -     PROBLEMS  WITH  FUTURE  PATENT  APPLICATIONS.  Our  pending or future
patent  applications may not be approved, or the scope of the granted patent may
be  less  than  the  coverage  sought.

     -     INFRINGEMENT  CLAIMS  BY  THIRD  PARTIES.  Infringement,  invalidity,
right  to use or ownership claims by third parties or claims for indemnification
may  be  asserted  by third parties in the future.  If any claims or actions are
asserted  against  us, we can attempt to obtain a license for that third party's
intellectual  property  rights.  However,  the  third  party  may  not provide a
license  under  reasonable  terms,  or may not provide us with a license at all.

     -     THIRD  PARTIES MAY DEVELOP SIMILAR PRODUCTS.  Competitors may develop
similar  products,  duplicate our products or may design around the patents that
are  owned  by  us.

     -     LAWS  IN  OTHER  COUNTRIES  MAY  INSUFFICIENTLY  PROTECT INTELLECTUAL
PROPERTY  RIGHTS  ABROAD.  Foreign intellectual property laws may not adequately
protect  our  intellectual property rights abroad.  Our failure to protect these
rights  could  adversely  affect  our  business  and  financial  condition.

     -     LITIGATION  MAY  BE REQUIRED TO PROTECT INTELLECTUAL PROPERTY RIGHTS.
Litigation  may  be  necessary  to  protect our intellectual property rights and
trade  secrets,  to  determine  the validity of and scope of the rights of third
parties  or  to  defend  against  claims  of infringement or invalidity by third
parties.  This  litigation  could  be  expensive,  would  divert  resources  and
management's  time  from  our  sales  and  marketing  efforts,  and could have a
materially  adverse  effect  on our business, financial condition and results of
operations  and on our ability to enter into joint ventures or partnerships with
others.


                                        9
<PAGE>
     WE  DO  NOT  EXPECT  TO  PAY  DIVIDENDS  IN  THE  FORESEEABLE  FUTURE

     We have never paid cash dividends on our common stock.  We do not expect to
pay  cash  dividends  on our common stock at any time in the foreseeable future.
The  future  payment  of  dividends  directly  depends upon our future earnings,
capital requirements, financial requirements and other factors that our board of
directors  will  consider.  Since  we do not anticipate paying cash dividends on
our  common  stock,  return on your investment, if any, will depend solely on an
increase,  if  any,  in  the  market  value  of  our  common  stock.

ITEM  2.     DESCRIPTION  OF  PROPERTIES

     The  Company's corporate headquarters are located at 370 17th Street, Suite
3640,  Denver,  Colorado 80202.  The Company moved into its current office space
on  June  27, 2001 and has a 5-year lease on the property, expiring in September
2006.  The  base  rent  is $4,850 per month for the remaining term of the lease,
plus  certain  occupancy  costs.

     NanoPierce  Connection  was  located  at  4180  Center Park Drive, Colorado
Springs,  Colorado 80916.  NanoPierce Connection currently has a 3-year lease on
the  property, expiring in March 2006. The base rent is $2,600 per month through
March 30th, with a $100 per month increase in base rent each year thereafter for
the remaining term of the lease, plus utilities and maintenance expenses.    The
facility  is  approximately  4,800  square feet consisting of office space and a
small  laboratory.  The  facility  also has a clean room.  The facility has been
abandoned  and  NanoPierce  Connection is in the process of negotiating with the
landlord  to  terminate  the  lease.

     BioAgra  is  located  at  103  Technology Drive, Hinesville, Georgia 31313.
BioAgra  has  leased  the facility from the Liberty County Industrial Authority,
pursuant  to  an Industrial Lease Agreement, dated March 1, 2005 for a period of
120 calendar months.  At the expiration of the lease term BioAgra has the option
to purchase the leased premises (real estate and improvement) for $500,000.  The
facility  is  approximately 30,000 square feet which will consist of both office
space  and  a  production  area  and a research and development laboratory.  The
facility  is  located  on  approximately  7.29  acres.

ITEM  3.     LEGAL  PROCEEDINGS

HARVEST  COURT  LITIGATION

     In  connection with a financing obtained in October 2000, the Company filed
various actions in the United States District Court for the District of Colorado
against,  among others, Harvest Court, LLC, Southridge Capital Investments, LLC,
Daniel  Pickett,  Patricia  Singer and Thomson Kernaghan, Ltd. for violations of
federal  and  state  securities laws, conspiracy, aiding and abetting and common
law  fraud  among  other  claims.  As a result of various procedural rulings, in
January  2002,  the  United  States  District Court for the District of Colorado
transferred  the  case  to  the  United  States  District Court for the Southern
District  of  New  York,  New  York  City,  New  York.


                                       10
<PAGE>
In  this litigation, Harvest Court, LLC filed counterclaims against the Company,
Mr.  Metzinger,  Ms.  Kampmann,  Dr. Neuhaus, Dr. Shaw and a number of unrelated
third  parties.  The  counterclaims allege violations of federal securities laws
and other laws.  Harvest Court, LLC is seeking various forms of relief including
compensatory and punitive damages.  Responsive pleadings have been filed and the
litigation  is  currently  in  the  discovery  stage.

     In  May  2001,  Harvest  Court,  LLC  filed suit against the Company in the
Supreme  Court  of  the State of New York, County of New York.  The suit alleges
that  the  Company breached an October 20, 2000 Stock Purchase Agreement, by not
issuing  7,418,895  free  trading  shares  of  the  Company's  common  stock  in
connection with the reset provisions of the Purchase Agreement due on the second
reset  date  and approximately 4,545,303 shares due in connection with the third
reset  date.  Harvest  Court,  LLC  is  seeking  the  delivery of such shares or
damages  in  the alternative.  In August 2001, the Supreme Court of the State of
New  York,  County  of  New  York  issued  a preliminary injunction ordering the
Company  to  reserve and not transfer the shares allegedly due to Harvest Court,
LLC.  The  Company  has  filed  counterclaims  seeking  various  forms of relief
against  Harvest  Court,  LLC.

DEPOSITORY  TRUST  LAWSUIT

     In  May  2004,  the  Company  filed  suit  against the Depository Trust and
Clearing  Corporation  ("DTCC"),  the  Depository Trust Company ("DTC"), and the
National  Securities  Clearing  Corporation  ("NSCC")  in  the  Second  Judicial
District  Court  of  the  County  of  Washoe, State of Nevada.  The suit alleges
multiple  claims  under  the  Nevada Revised Statutes 90.570, 90.580, 90.660 and
598A.060  and  on other legal bases.  The complaint alleges, among other things,
that  the  DTCC,  DTC  and  NSCC  acted  in concert to operate the "Stock Borrow
Program,"  originally created to address short term delivery failures by sellers
of  securities  in the stock market.  According to the complaint, the DTCC, NSCC
and  DTC  conspired  to  maintain  significant  open  fail  deliver positions of
millions of shares of the Company's common stock for extended periods of time by
using the Stock Borrow Program to cover these open and unsettled positions.  The
Company was seeking damages in the amount of $25,000,000 and treble damages.  On
April  27,  2005, the court granted a motion to dismiss the lawsuit. The Company
has  filed  an  appeal  to  overturn  the  motion  to  dismiss  the  lawsuit.

     The  Company  intends  to  vigorously prosecute all litigation and does not
believe the outcome of the litigation will have a material adverse effect on the
financial  condition,  results  of  operations  or  liquidity  of  the  Company.
However, it is too early at this time to determine the ultimate outcome of these
matters.

Other  Litigation

     Other than the above mentioned lawsuits, to the knowledge of the management
of  the  Company,  there are no material legal proceedings pending or threatened
(other  than routine litigation incidental to business) to which the Company (or
any  officer,  director,  affiliate  of  beneficial owner of more than 5% of the
Company's  voting  securities)  is party, or to which property of the Company is
subject.


                                       11
<PAGE>
ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     There  were  no  meetings of security holders and no matters submitted to a
vote  of  security  holders  during  the  period  covered  by  this  report.

                                     PART II

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
MATTERS

PRICE RANGE OF COMMON STOCK

     The  Company's  common  stock  is  presently quoted on the over-the-counter
bulletin  board  maintained  by  the National Association of Securities Dealers,
Inc.  (the  "NASD") under the symbol "NPCT."  The common stock of the Company is
also  traded  on the Frankfurt Exchange and the Hamburg Stock Exchange under the
symbol  "NPI."

     The following table sets forth the range of high and low quotations for the
common  stock of each full quarterly period during the fiscal year or equivalent
period  for  the  fiscal  periods indicated below.  The quotations were obtained
from  information  published by the NASD and reflect interdealer prices, without
retail  mark-up, markdown or commission and may not necessarily represent actual
transactions.

<TABLE>
<CAPTION>
     <S>                           <C>         <C>
     2004 FISCAL YEAR              HIGH         LOW
     ------------------            -----       -----
     September 30, 2003            $0.27       $0.21
     December 31, 2003              0.29        0.25
     March 31, 2004                 0.34        0.31
     June 30, 2004                  0.17        0.15

     2005 FISCAL YEAR
     ------------------
     September 30, 2004             0.12        0.11
     December 31, 2004              0.17        0.16
     March 31, 2005                 0.11        0.10
     June 30, 2005                  0.10        0.09
</TABLE>

     As  of June 30, 2005, there were approximately 339 holders of record of the
Company's  common  stock.

DIVIDEND POLICY

     The Company has not paid any cash dividends on its common stock in the past
and  does  not  anticipate  paying  any  dividends  in  the  foreseeable future.
Earnings,  if  any, are expected to be retained to fund future operations of the
Company.  There  can  be no assurance that the Company will pay dividends at any
time  in  the  future.


                                       12
<PAGE>
RECENT SALES OF UNREGISTERED SECURITIES

     Unregistered  sales  for the three years ended June 30, 2003, 2004 and 2005
are  set  forth  below.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
  DATE         TITLE      NUMBER OF            HOLDER                CONSIDERATION
                           SHARES
--------------------------------------------------------------------------------------
<S>         <C>           <C>        <C>                         <C>
8/1/2002    Common Stock      7,000      DJI Partners, LLC       Inv Banking Services
--------------------------------------------------------------------------------------
9/4/2002    Common Stock      7,000      DJI Partners, LLC       Inv Banking Services
--------------------------------------------------------------------------------------
10/2/2002   Common Stock     50,000  Neptune Investments, Ltd.          $24,960
--------------------------------------------------------------------------------------
10/10/2002  Common Stock    220,000  Neptune Investments, Ltd.         $100,000
--------------------------------------------------------------------------------------
10/17/2002  Common Stock     83,333        David Weilage                $25,000
--------------------------------------------------------------------------------------
10/17/2002  Common Stock    383,333          Martin Ida                $115,000
--------------------------------------------------------------------------------------
10/17/2002  Common Stock    383,333          Robert Ida                $115,000
--------------------------------------------------------------------------------------
10/28/2002  Common Stock     18,796          John Krupa            Exercise Warrant
--------------------------------------------------------------------------------------
10/28/2002  Common Stock     18,796        Mallory Smith           Exercise Warrant
--------------------------------------------------------------------------------------
10/28/2002  Common Stock     18,796        Robert Lovell           Exercise Warrant
--------------------------------------------------------------------------------------
11/18/2002  Common Stock     70,000      Patricia Shonebaum             $21,000
--------------------------------------------------------------------------------------
11/20/2002  Common Stock     50,000        Dennis Ferraro               $15,000
--------------------------------------------------------------------------------------
11/20/2002  Common Stock    166,667        Gerald Dooher                $50,000
--------------------------------------------------------------------------------------
11/20/2002  Common Stock     50,000         Paul Demott                 $15,000
--------------------------------------------------------------------------------------
11/20/2002  Common Stock     50,000         Rodney Hock                 $15,000
--------------------------------------------------------------------------------------
11/20/2002  Common Stock     50,000        Dennis McGuire               $15,000
--------------------------------------------------------------------------------------
11/20/2002  Common Stock     83,333      Larry S. Pisciotta             $25,000
--------------------------------------------------------------------------------------
11/20/2002  Common Stock     33,333  Vail Valley Emergency Phys         $10,000
                                               Profit
--------------------------------------------------------------------------------------
11/21/2002  Common Stock  3,750,000      GrunesSchild, LLC            $1 Million
--------------------------------------------------------------------------------------
11/26/2002  Common Stock    142,858        David Schulze                $50,000
--------------------------------------------------------------------------------------
12/11/2002  Common Stock    125,000        John Provazek                $50,000
--------------------------------------------------------------------------------------
1/10/2003   Common Stock     41,667          John Krupa                 $15,000
--------------------------------------------------------------------------------------
1/28/2003   Common Stock     33,333        William Fritz                $10,000
--------------------------------------------------------------------------------------
4/3/2003    Common Stock  1,333,334     Neptune Investments            $200,000
--------------------------------------------------------------------------------------
6/20/2003   Common Stock    240,824        John Provazek                $31,307
--------------------------------------------------------------------------------------
7/21/2003   Common Stock    769,231     Neptune Investments            $100,000
--------------------------------------------------------------------------------------
7/22/2003   Common Stock    100,000        Gary Thompson          Outstanding Invoice
--------------------------------------------------------------------------------------
7/22/2003   Common Stock    100,000         Charles Lowe          Outstanding Invoice
--------------------------------------------------------------------------------------
1/16/2004   Common Stock     16,565     Patricia Schonebaum      Cashless Exercise of
                                                                        Warrant
--------------------------------------------------------------------------------------
2/2/2004    Common Stock     17,901    Vail Valley Emergency     Cashless Exercise of
                                             Physicians                 Warrant
--------------------------------------------------------------------------------------
2/26/2004   Common Stock    150,598      Hamilton Fund, LLC      Cashless Exercise of
                                                                        Warrant
--------------------------------------------------------------------------------------
6/27/2005   Common Stock  1,000,000        Lyons Capital         Consulting Agreement
--------------------------------------------------------------------------------------
6/27/2005   Common Stock  1,000,000  Davila Marketing & Capital        $ 150,000
                                               Group                promissory note
--------------------------------------------------------------------------------------
</TABLE>


                                       13
<PAGE>
Exemption  From  Registration  Claimed

     The  above  issuance by the Company of its unregistered securities was made
by  the  Company in reliance upon Section 4(2) of the Securities Act of 1933, as
amended  (the  "Act").  The entities/individuals that purchased the unregistered
securities  were  known  to the Company and its management, through pre-existing
business  relationships.  The  entities/individuals  were provided access to all
material  information  which  they  requested,  and all information necessary to
verify  such information and was afforded access to management of the Company in
connection with the issuance. The holder 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  under  the Act in any further resale or disposition.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     Certain  statements  contained in this Form 10-KSB 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  independent  auditors'  report on the Company's consolidated financial
statements as of June 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 2 to Notes to the Consolidated Financial
Statements.

RESULTS  OF  OPERATIONS

     On  April  1,  2003,  NanoPierce  Card  filed insolvency with the Courts of
Munich, Germany. On June 8, 2004, NanoPierce Card was dissolved by the Courts of
Munich, Germany.  NanoPierce Card is presented as discontinued operations in the
Company's  consolidated  financial statements.  The Company recognized a gain of
$454,882 on the disposal of NanoPierce Card during the year ended June 30, 2004.
During the year ended June 30, 2005, the Company did not have any income or loss
from  discontinued  operations.

     During  the  year  ended  June  30, 2005, the Company did not recognize any
revenues  from continuing operations. The Company recognized $34,258 of revenues
from  continuing  operations  during  the  fiscal year ended June 30, 2004.  The
revenue  generated  from  continuing  operations  was from the sale of inlays by
ExypnoTech ($28,449 through December 2003), and $5,809 from services provided by
the  Company.


                                       14
<PAGE>
     The  Company  recognized  $17,672 in interest income during the fiscal year
ended  June  30,  2005  compared to $2,550 during the fiscal year ended June 30,
2004.  The  increase of $15,122 is due primarily to the interest earned on funds
loaned  to  a  unrelated  third  party.

     Total  operating expenses from continuing operations during the fiscal year
ended  June  30,  2005 were $872,203, compared to $1,999,462 for the fiscal year
ended  June  30, 2004.  The decrease of $1,127,259 is attributable to a decrease
in  operational  activities  and  spending  over  the  year, as described below.

     General  and  administrative expenses during the fiscal year ended June 30,
2005  were  $872,203  compared  to $1,312,519 for the fiscal year ended June 30,
2004.  The  decrease  of  $440,316  is  mainly  attributable  to  decreases  in
amortization  expenses,  consulting  expenses,  legal  expenses  and  accounting
expenses.  Selling  and marketing expenses during the fiscal year ended June 30,
2005  were  $0  compared  to $37,033 during the fiscal year ended June 30, 2004.
The decrease of $37,033 was due to a decrease in marketing activities.  Research
and  development  expenses  during  the  fiscal year ended June 30, 2005 were $0
compared  to  $41,849  for the fiscal year ended June 30, 2004.  The decrease of
$41,849  was primarily attributable to the reduction in research and development
activities  over  the  previous  fiscal  year.

     During the fiscal year ended June 30, 2004, the Company incurred an expense
of  $608,061  in  connection  with  the impairment of the intellectual property,
patent applications and trademarks owned by the Company.  The decision to record
an  impairment  of  the intellectual property was based primarily on the overall
age  of the patents and patent applications underlying the intellectual property
combined  with  the  Company's  current  inactive operational status.  After the
impairment to the intellectual property, patent applications and trademarks, the
book  value  of  the  aforementioned  items  was  $0.

     During  the  fiscal  year ended June 30, 2005, the Company recognized a net
loss  of  $997,616  compared  to a net loss of $1,558,083 during the fiscal year
ended June 30, 2005.  The decrease of $560,467 mostly resulted from the decrease
of  $1,127,259  in  operating  expenses  offset  by  the gain of $454,882 on the
disposal  of  NanoPierce  Card  during  the  fiscal  year  ended  June 30, 2004.

LIQUIDITY  AND  FINANCIAL  CONDITION

     Net  cash  used  in operating activities from continuing operations in 2005
was  $544,194, compared to net cash used in operating activities from continuing
operations  in 2004 of $1,199,214.  In 2005, the net cash used represented a net
loss  of  $997,616,  adjusted  for the depreciation expense of $7,258, equity in
losses  of  affiliates  of $144,323, provision for losses on notes receivable of
$35,000, and amortization of discount on note payable of $7,272.

     In  2004,  the net cash used represented a net loss of $1,558,083, adjusted
for  the  income  from  discontinued  operations  of  $454,882, amortization and
depreciation  expense  of  $169,331,  impairment  charges of $608,061, equity in
losses  of  affiliates  of  $99,922,  gain  on  extinguishment of liabilities of
$52,500,  and  provision  for  a  doubtful  receivable  of  $58,074.


                                       15
<PAGE>
     During  the fiscal year ended June 30, 2005, the Company loaned $314,000 to
a  unrelated  third  party  and  received  a  payment of $50,000, which included
interest  or  $11,442  during the same period. During the fiscal year ended June
30,  2005,  the Company loaned Intercell $35,000. In March 2005, Intercell filed
for  protection  under  Chapter  11  of  the US Bankruptcy Code. The Company has
recorded  a  provision  for  this  note  receivable  of  $35,000.

     During  the  fiscal  year  ended  June  30,  2005,  in  connection  with an
investment  in  BioAgra,  the  Company  advanced  Xact  Resources  International
$405,000  to  be used for the purchase of a 50% equity interest in BioAgra, LLC.
for  $1.5  million  cash.  The  purchase  was  completed  in  August  2005.

     During the fiscal year ended June 30, 2004, the Company advanced $50,000 to
Scimaxx,  which  was  fully  reserved  for.

     During the fiscal year ended June 30, 2004, the Company made investments in
machinery  and equipment of $1,575.  During the fiscal year ended June 30, 2004,
the  Company  contributed  fixed  assets  with  a  book value of $132,000 to the
Scimaxx  Solutions,  LLC  as  part  of  the  terms  of  the  joint  venture.

     During  the  fiscal year ended June 30, 2005, the Company received $112,800
(net  of  $7,200 of offering costs) in connection with the exercise of warrants
for  1,200,000  shares  of  the  Company's  common  stock.

     During the fiscal year ended June 30, 2005, the Company received $41,000 in
exchange  for  an  unsecured  5% note payable from Mr. Metzinger, an officer and
director  of  the  Company.  In  August  2005,  the  note  was  paid  in  full.

     During  the  fiscal year ended June 30, 2005, the Company received $150,000
in  exchange  for  an  unsecured 15% per quarter, note payable from an unrelated
third  party. In connection with the note the Company issued 2,000,000 shares of
its  restricted  common stock (1,000,000 shares were issued in June 2005 and the
remaining  1,000,000 shares were issued in July 2005) with a relative fair value
of  $81,718,  to  be amortized over the term of the note. The note was repaid in
full  in  September  2005.

     During the fiscal year ended June 30, 2005, the Company received $25,000 in
exchange  for  an  unsecured  %8 per annum note payable, from an unrelated third
party.  In  connection  with the note the Company issued 1,500,000 shares of its
restricted  common stock (issued in July 2005) with a relative value of $21,428,
to  be  amortized over the term of the note. The note was paid in full in August
2005.

     During  the  fiscal  year  ended  June 30, 2004 the Company sold 20,769,231
shares  of  common  stock and granted warrants to purchase 600,000 shares of its
common  stock at exercise prices ranging from $0.10 to $0.25 for net proceeds of
$1,828,000  (net  of  offering costs of $272,000).  The warrants are exercisable
through  2008  and contain a cashless exercise provision.  The funds were raised
to  support  operations.  In  addition,  the  Company issued 3,850,000 shares of
common  stock  upon  the  exercise  of  3,850,000  warrants for $347,950 (net of
offering  costs  of  $37,050).

     In  June  2003, Mr. Metzinger loaned $10,000 to the Company in exchange for
an  unsecured  7%  note payable due in December 2003, the proceeds of which were
utilized  for  operational  purposes.  In  January  2004,  the  Company paid Mr.
Metzinger  the  outstanding  principal  balance  of this note, together with all
accrued  interest.


                                       16
<PAGE>
     In  September  2003,  Mr. Metzinger, the President, Chief Executive Officer
and  director  of  the  Company  loaned  the Company $30,000, in exchange for an
unsecured  7%  note payable due in September 2004.  In January, 2004 the Company
paid Mr. Metzinger the outstanding principal balance of this note, together with
all  accrued  interest,  in  full.

     In  September  2003,  Intercell,  an  affiliate of the Company at the time,
loaned  the Company $35,000 in exchange for an unsecured, 7% promissory note due
in  September  2004.  In November 2003, Intercell loaned the Company $100,000 in
exchange  for  a  7% promissory note due in November 2004.  This promissory note
was  collateralized  by an assignment of a 51% interest in the proceeds, if any,
the  Company  may  have  received  in  connection  with  the Financing Agreement
litigation.  In  January  2004,  the Company paid the $135,000 note plus accrued
interest  of  $2,493.

     In  2004,  the  Company  converted  accounts  payable  of  $92,100  into an
unsecured  non-interest  bearing  note  payable  due  in March 2005.  During the
fiscal  year  ended June 30, 2005, the Company paid the note in full, $61,737 in
2005  and  $30,363  in  2004.

PLAN  OF  OPERATIONS

     During  the  year  ended  June  30, 2005, the Company did not recognize any
revenues  or  income  from  its  equity  investment.  The  Company  did not have
operations  and  management  of  the Company spent a majority of the fiscal year
securing  funds  to  purchase  a  50%  ownership  in  BioAgra.

     In  August  2005, the Company was able to raise $1,535,000 cash through the
exercise  of 30,700,000 warrants with an exercise price of $0.05 per share.  The
Company  subsequently  completed  its purchase of a 50% equity investment in the
BioAgra,  LLC  joint  venture  for  $1.5  Million  in  cash.

     In  August  2005, the Company purchased a 50% equity interest in BioAgra (a
Georgia  limited  liability  company)  for  $905,000  cash  (which  includes the
$405,000  advanced  to Xact Resources as of June 30, 2005) and a note payable of
$595,000  which was paid in full in September 2005. BioAgra plans to manufacture
and  sell  a  beta  glucan  product,  YBG-2000,  to be used as a replacement for
hormone  growth  steroids  and  antibiotics  in  products  such as poultry feed.
BioAgra  is  currently constructing a production line and expects to finish such
construction  by  the  end  of  December  2005.  BioAgra  anticipates, beginning
production  and  sale  of  the beta glucan product YBG-2000 in January 2006. The
Company  anticipates,  but  cannot  be sure, that prior to the end of the fiscal
year 2006 it will receive cash disbursements from BioAgra.

     Additonally, the Company entered into an agreement with Arizcan Properties,
Ltd.  ("Arizcan")  by  which  the  Company  will  pay  to Arzcan 20% of the cash
distributions  paid  to  the  Company  by  and  from BioAgra, until such time as
Arizcan shall be paid $800,000.

     In  September  2005,  the Company executed a Subscription Agreement to sell
shares  of  the  Company's  Preferred  Stock  with  Arizcan  Properties.  The
Subscription  Agreement  provides for the sale of 200,000 shares of a Class A 8%
cumulative  and  participating  preferred shares with a sales price of $7.50 per
share. The Preferred Shares are convertible into 60% of the Company's issued and
outstanding  post-split  shares  of  the  Company's  common stock on the date of
conversion.


                                       17
<PAGE>
     In  September  2003,  the Company formed a joint venture with Scimaxx, LLC.
The  joint  venture,  Scimaxx Solutions, LLC was entered into for the purpose of
marketing  the  Company's  technology.  Scimaxx  LLC, is owned by an officer and
director  of the Company and two former employees of the Company.  In return for
50%  ownership  of the Scimaxx Solutions, LLC, the Company contributed a license
to  utilize  its  technology  and  the  facilities  and  equipment of NanoPierce
Connections.  In  April  2005,  Scimaxx  ceased  operations and during the third
quarter  of  the fiscal year ended June 30, 2005, the Company impaired the value
of its investment to $0.  The Company recognized an impairment charge of $63,544
in  equity  losses  from  affiliates.

     On  December  11, 2003, TagStar Systems, GmbH, a German entity unrelated to
the  Company,  purchased  a  controlling  51%  equity  interest in ExypnoTech in
exchange  for  a  capital  contribution  of  $98,000,  of which $62,787 has been
received  as of June 30, 2005. As a result of this transaction, the Company does
not  have  a controlling interest in ExypnoTech and the Company is only entitled
to  49%  of  the  revenues generated by ExypnoTech (and 49% of the dividends, if
any,  paid  by  ExypnoTech).  As  a  result  of  the Company's reduced ownership
interest  and  loss  of  control  of  ExypnoTech,  the  Company  deconsolidated
ExypnoTech  as  of December 11, 2003, and began accounting for its investment in
ExypnoTech  under  the  equity  method of accounting. Under the equity method of
accounting,  the  carrying  amount  of  the  Company's  investment in ExypnoTech
($159,642 at June 30, 2005) is adjusted to recognize the Company's proportionate
share  of  ExypnoTech's  income  (loss)  each  period.

     The  Company intends to raise additional funds to support operations of the
Company  during  the  2006  fiscal year.  Such funds are to be raised through an
offering  of  convertible preferred stock, the terms of which are in the process
of  being  finalized.  Additionally, the Company intends to change its corporate
name  and  most  likely  to  institute a reverse split in connection with recent
business  events.

     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 or attempt to raise capital through the
sale  of  additional  capital  stock  or  through  the issuance of debt.  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.


                                       18
<PAGE>
RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS

     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 currently evaluating the provisions of this standard.  Depending
upon  the  number of and terms of options that may be granted in future periods,
the  implementation  of  this  standard  could  have a significant impact on the
Company's  financial  position  and  results  of  operations  in future periods.

     In  December  2003,  the  FASB issued Interpretation No. 46R ("FIN 46R"), a
revision  to  SFAS  Interpretation  No.  46,  Consolidation of Variable Interest
Entities. FIN 46R clarifies some of the provisions of FIN 46 and exempts certain
entities  from  its requirements. FIN 46R requires a variable interest entity to
be  consolidated  by  a  company if that company is subject to a majority of the
risk  of  loss  from  the  variable  interest entity's activities or entitled to
receive  a  majority  of  the  entity's  residual  returns or both. FIN 46R also
requires  disclosures  about  variable  interest  entities that a company is not
required to consolidate but in which it has a significant variable interest. FIN
46R  became  effective  for  variable  interest  entities  or potential variable
interest  entities  for  periods  ending  after  December  15,  2003  for public
companies  (other  than small business issuers), and became effective by the end
of  the  first  annual  reporting  period  ending  after  December  15, 2004 for
companies that are small business issuers. FIN 46R did not have an impact on the
Company's  financial  position  or  results  of  operations.

CRITICAL  ACCOUNTING  POLICIES

     The  discussion  and  analysis  of  our  financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  of  America.  The  preparation  of  these  financial  statements
requires  us to make estimates and judgments that affect the reported amounts of
assets  and  liabilities,  revenues  and  expenses  and  related  disclosures of
contingent  assets  and  liabilities.  On  an  on-going  basis,  we evaluate our
estimates,  including  those related to deferred revenues; depreciation or fixed
assets,  valuation  of  intangible  assets  such  as  our intellectual property,
financing  operations, currency valuations and contingencies and litigation.  We
base  our  estimates  on  historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form  the  basis  for  making  judgments about the carrying values of assets and
liabilities  that  are  not readily apparent from other sources.  Actual results
may  differ  from  these  estimates  under  different assumptions or conditions.


                                       19
<PAGE>
     The  Company  believes  that the following are some of the more significant
accounting  policies  and  methods  used  by  the  Company:

          -    stock  based  compensation;
          -    valuation  of  intellectual  property,  patent  and  trademark
               applications  and  other  long-lived  assets;
          -    equity  method  investments;
          -    international  operations;
          -    revenue  recognition  and  deferred  revenue;
          -    litigation;  and
          -    contractual  obligations.

Stock-based  compensation

     SFAS  No.  123,  Accounting  for  Stock  Based  Compensation,  defines  a
fair-value-based  method  of  accounting  for  stock-based employee compensation
plans  and  transactions  in  which  an  entity issues its equity instruments to
acquire  goods  or  services  from  non-employees,  and  encourages but does not
require  companies  to  record  compensation  cost  for  stock-based  employee
compensation  plans  at  fair  value.

     The  Company  has  chosen  to account for employee stock-based compensation
using  the  intrinsic  value  method  prescribed  in Accounting Principles Board
Opinion  No.  25  (APB  No.  25),  Accounting for Stock Issued to Employees, and
related  interpretations.  Accordingly,  employee  compensation  cost  for stock
options  is  measured  as the excess, if any, of the estimated fair value of the
Company's stock at the date of the grant over the amount an employee must pay to
acquire  the  stock.

     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 currently evaluating the provisions of this standard.  Depending
upon  the  number of and terms of options that may be granted in future periods,
the  implementation  of  this  standard  could  have a significant impact on the
Company's  financial  position  and  results  of  operations  in future periods.

Valuation  of intellectual property, patent and trademark applications and other
long-lived  assets

     The  Company  assesses  the  impairment of long-lived assets and intangible
assets  such  as  intellectual  property  and  patent and trademark applications
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable.  Factors the Company considers important which could trigger
an  impairment  review  include  negative projected operating performance by the
Company and significant negative industry or economic trends.  At June 30, 2004,
management  assessed  the  carrying  value  of intellectual and other long-lived
assets  for  impairment,  and based on this assessment the Company believed that
impairment  was necessary in the case of the original intellectual property, the
patent  applications  and  the  trademarks.


                                       20
<PAGE>
During  2004,  the  Company  recognized  an impairment charge of $608,061 on the
intellectual property, patent applications and trademarks.  The Company does not
believe that there has been any other impairment to long-lived assets as of June
30,  2005.

Equity method investments

     Entities  where  the  Company  can  exercise significant influence, but not
control, are accounted for under the equity method of accounting. Whether or not
the Company exercises significant influence with respect to a company depends on
an  evaluation of several factors including, among others, representation on the
company's  board of directors and ownership level, generally 20% to 50% interest
in  the voting securities of the company including voting rights associated with
the Company's holdings in common, preferred and other convertible instruments in
the  company.  Under the equity method of accounting, the Company's share of the
earnings  or  losses  of  these companies is include in the equity income (loss)
section  of  the  consolidated  statements  of  operations.

     A  loss in value of an investment that is other than a temporary decline is
recognized as a charge to operations. Evidence of a loss in value might include,
but  would  not  necessarily be limited to, absence of an ability to recover the
carrying  amount  of  the  investment or inability of the investee to sustain an
earnings  capacity  that  would  justify  the carrying amount of the investment.
During  the  year ended June 30, 2005, the Company recorded an impairment charge
of  approximately  $64,000  related  to  one  of  its  equity method investments
(Note 6).

International  operations

     The  Company's  foreign equity investee (ExypnoTech) operations are located
in  Germany.  ExypnoTech transactions are conducted in currencies other than the
U.S.  dollar,  (the  currency  into which the subsidiaries' historical financial
statements  have  been translated) primarily the Euro.  As a result, the Company
is  exposed  to  adverse  movements  in  foreign  currency  exchange  rates.  In
addition,  foreign  political and economic environment, trade barriers, managing
foreign  operations  and  potentially  adverse  tax  consequences.  Any of these
factors  could  have  a  material  adverse  effect  on  the  Company's financial
condition  or  results  of  operations  in  the  future.

Revenue  recognition  and  deferred  revenue

     The  Company's  revenue  recognition  policy  is significant because future
revenue  could be a key component of its results or operations.  Revenue results
are  difficult  to predict, and any shortfall in revenue or delay in recognizing
revenue  could  cause  operating  results  to  vary  significantly.

Litigation

     The  Company is involved in certain legal proceedings, as described in Item
3 of this report and Note 9 to the consolidated financial statements included in
this  report.

     The  Company  intends  to  vigorously prosecute these legal proceedings and
does  not  believe the outcome of these proceedings will have a material adverse
effect  on  the  financial  condition, results of operations or liquidity of the
Company.  However,  it  is  too  early  at  this  time to determine the ultimate
outcome  of  these  matters.

Contractual  obligations

     For  more information on the Company's contractual obligations on operating
leases,  refer  to  Note  9 of the consolidated financial statements included in
this report. At June 30, 2005, the Company's commitments under these obligations
were  as  follows:

<TABLE>
<CAPTION>
                                          OPERATING LEASES
                                          -----------------
                    <S>                   <C>
                    Year ending June 30,
                           2006                83,401
                           2007                14,550
                    --------------------  -----------------
                                          $    97,951
                                          =================
</TABLE>


                                       21
<PAGE>
ITEM  7.     FINANCIAL  STATEMENTS

     The  consolidated  financial  statements  and related financial information
required  to  be  filed  are  indexed  on  page F-1 and are incorporated herein.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     None.

ITEM  8A.     CONTROLS  AND  PROCEDURES

     As  of  the end of the period covered by this Annual Report on Form 10-KSB,
the  Company  carried  out  an  evaluation,  under  the supervision and with the
participation  of  the  Company's  President and Chief Financial Officer, of the
effectiveness  of  the design and operation of the Company's disclosure controls
and  procedures  (as such term is defined in Rules 13a-14(c) and 15d-14(c) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon
such  evaluation,  such  officers  have  concluded that the Company's disclosure
controls  and  procedures  are effective in alerting them, on a timely basis, to
material  information  relating  to  the Company required to be included in this
Annual  Report  on  Form  10-KSB.

     There  have  been no significant changes to the Company's internal controls
over financial reporting that have materially affected, or are reasonably likely
to  materially effect, the Company's internal controls over financial reporting.

ITEM  8B.     OTHER  INFORMATION

None.

                                    PART III

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY

FINANCIAL  EXPERT

     The  Company's  Board  of  Directors  does  not have a designated Financial
Expert,  as  defined  by  the  SEC,  due  to  factors  including  the  Company's
operational  status,  and  the  limited  number  of  transactions,  accounts and
balances  that  the  Company maintains.  In addition, the estimates of cost that
the  Company  would  be  required  to  incur  in  identifying  and designating a
Financial  Expert  are  deemed  not  to  be in the best interest of the Company.


                                       22
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS

     The  executive officers, directors and significant employees of the Company
are  as  follows:

<TABLE>
<CAPTION>
      NAME AND AGE                    POSITION                    PERIOD
---------------------------  --------------------------  -------------------------
<S>                          <C>                         <C>
Paul H. Metzinger (66)       Director, President, and    December 1998 to present
                             Chief Executive Officer,
                             General Manager of          January 2000 to June 2003
                             NanoPierce Card
Dr. Herbert J. Neuhaus (44)  Director, Former Executive  January 1999 to present
                             Vice President of
                             Technology & Marketing,
                             President & Chief           January 2002 to September
                             Executive Officer of        2003
                             NanoPierce Connection

Kristi J. Kampmann (32)      Chief Financial Officer,    October 1999 to present
                             Secretary                   February 1998 to present
Dr. Robert Shaw (65)         Director                    October 2000 to present

John Hoback (65)             Director                    April 2002 to present
</TABLE>


     The directors hold office until the next annual meeting of shareholders and
until  their  successors  have  been  duly  elected and qualified.  The Board of
Directors  elects  the  officers at its annual meeting immediately following the
shareholders  annual  meeting  and  hold office until they resign or are removed
from office.  There are no family relationships that exist between any director,
executive  officer,  significant  employee  or person nominated or chosen by the
Company  to become a director of executive officer.  The Company has established
audit,  incentive  compensation  and  nominating  committees,  consisting of the
independent  directors.

    BIOGRAPHICAL INFORMATION ON OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES

     PAUL H. METZINGER.  Mr. Metzinger was President and Chief Executive Officer
of the Company from February 26, 1998 to May 6, 1998 and has served in that same
capacity  from  December  1,  1998  to  present.  He  has been a director of the
Company since February 26, 1998.  He served as the General Manager of NanoPierce
Card  from  January 2000 to June 2003.  In addition, he served as the President,
Chief  Executive  Officer  and a Director of Intercell International Corporation
from  June  1996  to October 2003 and from September 30, 2004 to March 16, 2005.
Prior  to  becoming  a  director  and  officer  of  the  Company  and  Intercell
International  Corporation,  Mr. Metzinger served as Intercell's General Counsel
and  practiced  securities  law  in  Denver,  Colorado  for  over 32 years.  Mr.
Metzinger  received his J.D. degree in 1967 from Creighton University Law School
and  his  L.L.M.  from  Georgetown  University  in  1969.


                                       23
<PAGE>
     HERBERT  J.  NEUHAUS,  PH.D.  Dr.  Neuhaus  has  been  the  Executive  Vice
President  of  Marketing  and  Technology  and  a  Director of the Company since
January  1,  1999.  He  has  been  the  President and Chief Executive Officer of
NanoPierce  Connection  since January 2002. Dr. Neuhaus previously served as the
Managing  Director  of Particle Interconnect Corporation from August 18, 1997 to
November  1,  1997.  From August 1989 to August 1997, he was associated with the
Electronic  Material Venture Group in the New Business Development Department of
Amoco  Chemical  Company,  Naperville,  Illinois.  While  associated  with Amoco
Chemical  Company  he  held  among  other  positions:  Business  Development
Manger/Team Leader; Project Manager --High Density Interconnect; Product Manager
MCM  Products  and  as  a  research  scientist.

     Dr.  Neuhaus  received  his  Ph.D. degree in Physics form the Massachusetts
Institute  of Technology, Cambridge, Massachusetts in 1989 and his BS in Physics
from  Clemson  University,  Clemson,  South  Carolina  in  1980.

     KRISTI J. KAMPMANN.  Ms. Kampmann was appointed the Chief Financial Officer
of  the  Company  on  October  15, 1999.  Ms. Kampmann has been Secretary of the
Company since February 1998. Ms. Kampmann has served as a manager of ExypnoTech,
LLC  since June 2004. She has served as the Chief Financial Officer of Intercell
International  Corporation  since  October 1, 2003 and as Secretary of Intercell
International  Corporation  since  July 28, 1999.  Since June 1997, she has been
the  administrative assistant to the Chief Executive Officer and Chief Financial
Officer;  in addition, during the same period she served in the same capacity to
the  Chief  Executive  Officer  of Intercell.  From April 1996 to June 1997, she
served  as  a paralegal and administrative assistant for Paul H. Metzinger, P.C.
Ms. Kampmann received an MBA from the University of Colorado, Denver in December
2001.  Ms.  Kampmann  graduated  from the Denver Paralegal Institute in 1996 and
received  a B.A. from the University of Minnesota in Morris in 1995, majoring in
Political  Science  with  a  minor  in  Business  Management.

     DR. ROBERT SHAW.  Dr. Shaw has been a director of the Company since October
31,  2000.  Dr.  Shaw currently is an Assistant Professor of Physics at Farleigh
Dickinson  University  where  he has served on the faculty since September 1988.
Dr. Shaw also performs professional research in his academic areas of specialty,
and  has  held,  among others, the positions of Research Chemist at the American
Cyanamid  Research  Laboratories,  Stamford;  Senior Research Physicist at Exxon
Research  and  Engineering Company; Manager of New Business Development at Exxon
Enterprises,  Exxon  Corporation,  New  York,  NY;  and President of Robert Shaw
Associates,  Inc.,  Chatham,  NJ.

     Dr.  Shaw  received  his  Ph.D.  in  Solid  State  Physics  form  Cambridge
University,  Cambridge,  England.  He  was  among  the first to conduct academic
research  on  electronic  conduction mechanisms in amorphous semiconductors.  He
received  a  B.S.  in  Inorganic  Chemistry with a minor in Nuclear Physics from
North  Carolina  State  University,  Raleigh,  NC.


                                       24
<PAGE>
     JOHN  HOBACK.  Mr.  Hoback  has  been a director of the Company since April
2002.  Mr.  Hoback  currently  serves  as  the  President  of  Z&H  Enterprises
Solutions,  Ltd., which position he has held since 2000.  Among other positions,
Mr.  Hoback was the Director of Marketing and Sales of CTS from 1999 to 2000 and
was  the  Venture  Manager of Electronics with Amoco Chemical from 1988 to 1999.

CODE  OF  ETHICS

     The  Company  in  January 2004 adopted a Code of Ethics that applies to the
Chief  Executive  Officer,  Chief  Financial  Officer,  Controller,  Principal
Accounting  Officer  and  those  employees  performing  similar  functions.


                                       25
<PAGE>
ITEM  10.     EXECUTIVE  COMPENSATION

     The  following table sets forth certain information concerning compensation
paid  by the Company to the Chief Executive Officer and the Company's three most
highly  compensated executive officers for the fiscal years ended June 30, 2005,
2004  and  2003  (the  "Named  Executive  Officers"):

<TABLE>
<CAPTION>
                                                           SUMMARY COMPENSATION TABLE
                                                           --------------------------
                                             ANNUAL COMPENSATION                          LONG TERM COMPENSATION
                                             -------------------                          ----------------------
                                                                                     AWARDS                      PAYOUTS
                                                                                     ------                      -------
                                                              OTHER                   SECURITIES
                                                             ANNUAL      RESTRICTED   UNDERLYING       LTIP       ALL OTHER
NAME & PRINCIPAL                  SALARY        BONUS       COMPENSA-      STOCK       OPTIONS/      PAYOUTS      COMPENSA-
   POSITION           YEAR         ($)           ($)          TION       AWARDS ($)    SARS (#)        ($)          TION
<S>                <C>         <C>           <C>           <C>          <C>           <C>          <C>           <C>

Paul H.
Metzinger,               2005  $    136,785  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
Director,                2004  $    114,583  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
President &              2003  $    132,500  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
CEO(1)

Dr. Herbert J.
Neuhaus,
Director, Ex. VP
of Technology &          2005  $        -0-  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
Marketing, Pre &         2004  $     16,668  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
CEO of                   2003  $    148,333  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
NanoPierce
Connection (2)

Dr. Michael E.
Wernle,
Director, Ex. VP         2005  $        -0-  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
of Strategic             2004  $        -0-  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
Business Dvlpmt,         2003  $    128,000  $        -0-  $       -0-  $        -0-      365,000  $        -0-  $       -0-
Pres & CEO of
ExypnoTech (3)

Kristi J.
Kampmann, Chief
Financial                2005  $     80,625  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
Officer &                2004  $     37,492  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
Secretary(4)             2003  $     58,125  $        -0-  $       -0-  $        -0-          -0-  $        -0-  $       -0-
</TABLE>

--------------
1  Paul  Metzinger  has  served  as  President  & CEO since December 1998. He is
compensated  pursuant to a written Employment Agreement, dated March 15, 2004 at
an annual salary of $150,000. Over the three year period Mr. Metzinger has taken
salary  cuts  when  necessary.
2  Dr.  Neuhaus  has  served  as  the Executive Vice President of Technology and
Marketing  since  January 1999. He served as the President and CEO of NanoPierce
Connection from January 2002 to September 2003. He was compensated pursuant to a
written  Employment  Agreement,  dated  January  2002  at  an  annual  salary of
$200,000.  This  employment  agreement  was terminated in September 2003 and Dr.
Neuhaus  is  no  longer  a paid employee of the Company and/or its subsidiaries.
3  Dr.  Wernle  served  as  the  Executive  Vice President of Strategic Business
Development until September 2003. He served as the President & CEO of NanoPierce
Card  from  January  2000  until  May  2003. He served as the President & CEO of
ExypnoTech,  from February 2002 to August 2003. He was compensated pursuant to a
written Employment Agreement with NanoPierce Card, dated February 1, 2000, at an
annual  salary  of  $160,000  (181,000  Euros). As of August 2003, Dr. Wernle no
longer  is  a  paid  employee  of  the  Company  and/or  its  subsidiaries.
4  Kristi Kampmann has served as the Chief Financial Officer since October 1999.
She  is  compensated pursuant to a written Employment Agreement, dated March 15,
2004. During the year ended June 30, 2005, Ms. Kampmann received a gross monthly
salary of $7,500 for 7 months, in March 2005 it was reduced to $6,250 per month.


                                       26
<PAGE>
     The  foregoing  compensation table does not include certain fringe benefits
made  available  on  a  nondiscriminatory basis to all Company employees such as
group  health  insurance,  dental  insurance,  long-term  disability  insurance,
vacation  and  sick  leave.  In  addition,  the  Company makes available certain
non-monetary  benefits  to  its  executive officers with a view to acquiring and
retaining  qualified  personnel  and  facilitating job performance.  The Company
considers  such  benefits  to  be  ordinary  and  incidental  business costs and
expenses.  The  aggregate  value  of such benefits in the case of each executive
officer  listed  in  the  above table, which cannot be precisely ascertained but
which  is  less  than  10%  of the cash compensation paid to each such executive
officer,  is  not  included  in  such  table.

                             OPTION/SAR GRANTS TABLE

     There  were  no grants of stock options to the Company's executive officers
during  the  fiscal  year  ended  June  30,  2005.

             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                        FISCAL YEAR END OPTION/SAR VALUES

     The  following table provides information relating to the exercise of stock
options  during  the  fiscal year ended June 30, 2005 by the Company's executive
officers  and  the  2005  fiscal  year-end  value  of  unexercised  options.

<TABLE>
<CAPTION>
               SHARES       VALUE     NUMBER OF SECURITIES UNDERLYING    VALUE OF UNEXERCISED
             ACQUIRED ON   REALIZED       UNEXERCISED OPTIONS/SARS     IN-THE-MONEY OPTIONS/SAR
   NAME      EXERCISE (#)    ($)                AT FY-END                    AT FY-END ($)

                                         EXERCISABLE/UNEXERCISABLE      EXERCISABLE/UNEXERCISABLE
                                      -------------------------------  ---------------------------
<S>          <C>           <C>        <C>                              <C>
Paul H.           0           0                 2,500,000/0            $        237,500/0
Metzinger

Dr. Herbert       0           0                 1,350,000/0            $        128,250/0
J. Neuhaus

Kristi            0           0                  325,000/0             $        30,875/0
J.Kampmann
</TABLE>

---------------
1 The average of the closing bid and asked price of the Common Stock on June 30,
2005  ($0.095)  was  used  to  calculate  the  option  value.

EMPLOYMENT AGREEMENTS

     On  March  15,  2004, the Company entered into an employment agreement with
Paul  H.  Metzinger  to  serve  as  President and Chief Executive Officer of the
Company.  The  employment  agreement  with Mr. Metzinger expires March 14, 2008.
Pursuant to his employment agreement, the Company agreed to pay Mr. Metzinger an
annual  salary  of  $150,000.  In March 2005, Mr. Metzinger took a salary cut to
receive  an  annual  salary  of  $105,000.


                                       27
<PAGE>
     On  March  15,  2004, the Company entered into an employment agreement with
Kristi  J. Kampmann to serve as the Chief Financial Officer of the Company.  The
employment  agreement  with Ms. Kampmann expires on March 14, 2008.  Pursuant to
her  employment  agreement,  the  Company  agreed  to pay Ms. Kampmann an annual
salary of $30,000.  During the year ended June 30, 2005, Ms. Kampmann received a
salary increase for an annual salary of $90,000, but in March 2005 took a salary
cut  to  receive  an  annual  salary  of  $75,000.

     In connection with the Employment Agreements, generally, the Company or the
employee  may  terminate  the  Employment  Agreement at any time with or without
cause.  In the event the Company terminates an Employment Agreement for cause or
the employee terminates his or her Employee Agreement without cause, all of such
employee's rights to compensation would cease upon the date of such termination.
If  the  Company  terminates  an  Employment  Agreement  without cause, the such
employee  terminates  his or her Employment Agreement for cause, or in the event
of  a  change  in  control,  the Company is required to pay to such employee all
compensation  and  other benefits that would have accrued and/or been payable to
that  employee  during  the  full  term  of  the  Employment  Agreement.

     A change of control is considered to have occurred when, as a result of any
type of corporate reorganization, execution of proxies, voting trusts or similar
arrangements,  a  person  or  group  of  persons (other than incumbent officers,
directors and principal shareholders of the Company) acquires sufficient control
to  elect more than a majority of the Company's Board of Directors, acquires 50%
or  more  of  the  voting shares of the Company, or the Company adopts a plan of
dissolution of liquidation.  The Employment Agreement also include a non-compete
and  nondisclosure  provisions in which each employee agrees not to compete with
or  disclose  confidential  information  regarding  the Company and its business
during  the  term  of  the  Employment  Agreement  and  for a period of one year
thereafter.

COMPENSATION PURSUANT TO PLANS

     STOCK  OPTION  PLANS.  The  Company has two Stock Option Plans.  As of June
30,  2005,  7,047,524  options are outstanding under the 1998 Compensatory Stock
Option  Plan  and  1,740,000 options are outstanding under the 2000 Compensatory
Stock  Option  Plan,  for  a total of 8,787,524 options outstanding.  A total of
8,637,524  options  are exercisable at June 30, 2005, under these plans.  During
the fiscal year ended June 30, 2005, the Company did not grant any options.  The
Company  has  reserved  7,500,000  shares of common stock for issuance under the
1998  Compensatory  Stock  Option Plan.  In January 2002, the Company's Board of
Directors  passed  a  resolution closing the 1998 Compensatory Stock Option Plan
for  issuance  of  new  options.  The  Company  has reserved 5,000,000 shares of
common  stock  for  issuance  under  the  2000  Compensatory  Stock Option Plan.

     During  the  fiscal  year ended June 30, 2005, there was no action taken to
reprice  any  options  held  by  any  officers,  directors  or  employees.


                                       28
<PAGE>
COMPENSATION  OF  DIRECTORS

     The  Company  holds quarterly meetings of the board of directors.  Although
the  Company  does  not  have  any  standard  arrangements pursuant to which our
directors  are  compensated  for  any  services  provided  as  a director or for
attendance  at meetings of the board of directors, if the financial situation of
the  Company  is adequate, the Company compensates directors $1,000 per meeting,
plus  reasonable  travel  expenses.

     During the fiscal year ended June 30, 2005, the officers and directors were
not  compensated  for  attendance  at  board  meetings.


                                       29
<PAGE>
ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCK  HOLDER  MATTERS

BENEFICIAL  OWNERSHIP

     The following table sets forth certain information regarding the beneficial
ownership  of  outstanding  shares  of the Company's common stock as of June 30,
2005  on  a  fully diluted basis, by (a) each person known by the Company to own
beneficially  5%  or  more  of  the  outstanding shares of common stock, (b) the
Company's  directors, Chief Executive Officer and executive officers whose total
compensation  exceeded  $100,000 for the last fiscal year, and (c) all directors
and  executive  officers  of  the  Company  as  a  group.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
    NAME, ADDRESS & NATURE OF
        BENEFICIAL OWNER            TITLE OF CLASS      AMOUNT     PERCENT OF CLASS (7)
---------------------------------------------------------------------------------------
<S>                                 <C>              <C>           <C>
The Paul H. Metzinger Trust          Common Stock    4,543,188(1)         2.68%
Paul H. Metzinger, President &
CEO, Director  370 17th Street,
Suite 3640 Denver, CO 80202
---------------------------------------------------------------------------------------

The Cheri L. Metzinger Trust         Common Stock    4,543,188(2)         2.68%
Cheri L. Metzinger, Wife of Paul
H. Metzinger
3236 Jellison Street Wheatridge,
CO 80033
---------------------------------------------------------------------------------------

Dr. Herbert J. Neuhaus, Director,    Common Stock    1,350,000(3)         0.80%
770 Maroonglen Court
Colorado Springs, CO 80906
---------------------------------------------------------------------------------------

Kristi J. Kampmann, Chief            Common Stock     344,080(4)          0.20%
Financial Officer & Secretary
370 17th Street, Suite 3640
Denver, CO 80202
---------------------------------------------------------------------------------------

Dr. Robert E. Shaw, Director           Options to     400,000(5)          0.24%
8 Nicklaus Court                    purchase Common
Florham Park, NJ 07932                   Stock
---------------------------------------------------------------------------------------

John Hoback, Director  20 White        Options to     400,000(6)          0.24%
Heron Lake                          purchase Common
East Stroudsburg, PA 18301               Stock
---------------------------------------------------------------------------------------

All Officers & Directors as a        Common Stock     7,037,268           4.15%
Group (7 persons)
---------------------------------------------------------------------------------------
</TABLE>

---------------
1  Includes  1,072,937  common  shares  held  directly and beneficially; 970,251
common  shares  that Mr. Metzinger owns beneficially though his wife and options
held  by  Mr.  Metzinger  consisting  of  options  to  purchase  500,000  shares
exercisable  at $2.125 per share, options to purchase 500,000 shares exercisable
at  $0.52  per  share  and  options  to purchase 1,500,000 shares exercisable at
$0.3250  per  share.
2  Cheri  L. Metzinger is the wife of Mr. Paul H. Metzinger, the Chief Executive
Officer and President of the Company. This includes 970,251 shares held directly
and beneficially and 1,072,937 common shares and 2,000,000 common shares subject
to  options  owned  beneficially  by  her  husband.


                                       30
<PAGE>
3  Based  on options to purchase 500,000 shares exercisable at $2.125 per share,
options  to  purchase  100,000 shares exercisable at $2.75 per share, options to
purchase  250,000  shares exercisable at $0.52 per share and options to purchase
500,000  shares  exercisable  at  $0.20  per  share.
4  Based  on  19,080  common  shares  and  options  to  purchase  100,000 shares
exercisable at $0.84 per share, options to purchase 75,000 shares exercisable at
$2.125  per  share,  options  to purchase 50,000 shares exercisable at $2.75 per
share,  options  to  purchase  50,000  shares exercisable at $0.52 per share and
options  to  purchase  50,000  shares  exercisable  at  $0.3250  per  share.
5  Based  on  options to purchase 250,000 shares exercisable at $0.97 per share,
options to purchase 50,000 shares exercisable at $0.67 per share, and options to
purchase  100,000  shares  exercisable  at  $2.00  per  share.
6 Based on options to purchase 300,000 shares exercisable at $0.70 per share and
options  to  purchase  100,000  shares  exercisable  at  $0.70  per  share.
7  Based on 93,259,033 shares of common stock issued and outstanding on June 30,
2005,  assuming  exercise  of  all  8,787,524  presently exercisable options and
exercise  of  67,394,353 outstanding warrants, there would be 169,440,910 shares
outstanding.  Mr.  Metzinger's  and  Mrs.  Metzinger's  stock  ownership are not
duplicated  in  this  computation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The  following  table  provides  information  as of June 30, 2005 regarding
compensation  plans (including individual compensation arrangements) under which
shares  of  our  common  stock  are  authorized  for  issuance.  No class of our
securities  other  than our common stock or options to purchase our common stock
is  authorized  for  issuance  under  any  of  our  equity  compensation  plans.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                                    Number of securities
                     Number of securities    Weighted-average     remaining available for
                       to be issued upon     exercise price of     future issuance under
                          exercise of           outstanding      equity compensation plans
                     outstanding options,    options, warrants     (excluding securities
Plan Category         warrants and rights       and rights        reflected in column (a)

                              (a)                   (b)                     (c)
-------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                  <C>
Equity
compensation plans
approved by
security holders               0                     -                       0

-------------------------------------------------------------------------------------------
Equity
compensation plans
not approved by
security holders(1)        8,787,524        $      1.00                   3,712,476

-------------------------------------------------------------------------------------------
Total                      8,787,524        $      1.00                   3,712,476

-------------------------------------------------------------------------------------------
(1)  The material features of the plans not approved by the security holders are described
herein under "ITEM 10-EXECUTIVE COMPENSATION-Compensation Pursuant to Plans."
-------------------------------------------------------------------------------------------
</TABLE>


                                       31
<PAGE>
ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     In  June 2005, Mr. Metzinger loaned the Company $41,000, in exchange for an
unsecured  5%  note  payable due December 31, 2005.  In August 2005, the Company
paid  the  outstanding  principal  balance of this note and all accrued interest
thereon  in  full.

     In  March  2004,  the  Company  entered  into  employment  agreements,  as
previously  discussed,  with  Mr.  Metzinger,  the President and Chief Executive
Officer  and  a  Director  of  the  Company,  and  with  Ms. Kampmann, the Chief
Financial  Officer  and  Secretary  of  the  Company.

     In  September 2003, the Company entered into a joint venture agreement with
Scimaxx,  LLC  to support the marketing of the Company's technology.  The owners
of  Scimaxx,  LLC  include  Dr.  Neuhaus, a director and a former officer of the
Company  and  several  former  employees  of  the  Company.

     In  June 2003, Mr. Metzinger loaned the Company $10,000, in exchange for an
unsecured  7%  note  payable due in December 2003.  In January 2004, the Company
paid  Mr.  Metzinger  the  outstanding  principal  balance  of this note and all
accrued  interest  thereon  in  full.

     In  September  2003,  Mr. Metzinger, the President, Chief Executive Officer
and  director  of  the  Company  loaned  the Company $30,000, in exchange for an
unsecured  7%  note payable due in September 2004.  In January, 2004 the Company
paid Mr. Metzinger the outstanding principal balance of this note, together with
all  accrued  interest,  in  full.

                                     PART IV

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

The  following  documents  are  filed  as  a  part  of  this  Report.

     (i) Financial Statements. See Index to Financial Statements and Schedule on
     page  F-2  of  this  Report.

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


                                       32
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.           DESCRIPTION
<S>          <C>

    2        Agreement dated February 26, 1998, by and among the Company,
             Particle Interconnect Corporation and Intercell Corporation (4)
    2.02     Application and Development Agreement, dated April 15, 1999, by and
             among the Company and Multitape & Co., Gmbh, KG. (2)
    2.03     Technology Cooperation Agreement, dated May 17, 1999, by and among
             the Company and Meinen, Zeigel & Co. (2)
    2.04     Technology Development Agreement, dated June 11, 1999, by and among
             the Company and ORGA Kartensysteme, GmbH. (2)
    2.05     Agreement-In-Principle, dated May 18, 1999, by and among the
             Company and Cirrex Corporation. (2)
    4.01     The Articles of Incorporation of the Company (3)
    4.02     Amendment to the Articles of Incorporation of the Company filed
             with the Nevada Secretary of State on March 20, 2002 (3)
    4.03     Amendment to Articles of Incorporation filed with the Nevada
             Secretary of State on March 20, 2002
    4.04     Certificate of Designation of Rights and Preferences of the Series
             A Preferred Stock (4)
    4.05     Certificate of Designation of Rights and Preferences of the Series
             B Preferred Stock (5)
    4.06     Certificate of Designation of Rights and Preferences of the Series
             C Preferred Stock (5)
    4.07     Form of Common Stock Certificate (3)
    4.08     The Amended and Restated By-laws of the Company (6)
    10.01    Employment Agreement, dated March 15, 2004, between Paul H.
             Metzinger and the Company (7)
    10.02    Employment Agreement, dated March 15, 2004, between Kristi J.
             Kampmann and the Company (7)
    10.03    Operating Agreement, dated August 15, 2005, between the Company and
             Xact Resources International, Inc. for BioAgra, LLC.(8)
    11       Statement regarding Computation of Per Share Loss (1)
    21       Subsidiaries of the Company (1)
    23       Consent of Independent Registered Public Accounting Firm (1)
    31       Certifications pursuant to Section 302 of the Sarbanes-Oxley Act (1)
    32       Certifications pursuant to Section 906 of the Sarbanes-Oxley Act (1)
</TABLE>

---------------
1    Filed  herewith.
2    Incorporated by reference to the Company's Annual Report on Form 10-KSB for
     the  fiscal  year  ended  June  30,  1999.
3    Incorporated by reference to the Company's Annual Report on Form 10-KSB for
     the  fiscal  year  ended  June  30,  1998.
4    Incorporated  by  reference  to  the  Company's Current Report on Form 8-K,
     dated  February  26,  1998.
5    Incorporated  by  reference  to  the  Company's Current Report on Form 8-K,
     dated  July  23,  1998.
6    Incorporated by reference to Amendment No. 1 to the Company's Annual Report
     on  Form  10-KSB  for  the  fiscal  year  ended  June  30,  2003.
7    Incorporated  by reference to the Company's Quarterly Report on Form 10-QSB
     for  the  fiscal  quarter  ended  March  31,  2004.
8    Incorporated  by  reference  to  the  Company's Current Report on Form 8-K,
     dated  August  12,  2005.


                                       33
<PAGE>
ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

     The aggregate fees billed by GHP Horwath, P.C. (previously known as Gelfond
Hochstadt  Pangburn,  P.C.),  the  Company's  independent  registered  public
accounting  firm,  for  professional services in the fiscal years ended June 30,
2005  and  2004  are  as  follows:

<TABLE>
<CAPTION>
     ----------------------------------------------
       Services Rendered       2005          2004

     ----------------------------------------------
     <S>                      <C>           <C>
     Audit Fees               $50,660       $57,060

     ----------------------------------------------
     Audit Related Fees             0             0

     ----------------------------------------------
     All Other Fees                 0             0

     ----------------------------------------------
</TABLE>

     The  Company's corporate tax returns are prepared by the firm of Thompson &
Lowe,  P.C.  Fees for the fiscal years ended June 30, 2005 and 2004 were $15,280
and  $10,000,  respectively.

     The  engagement  of  the Company's independent registered public accounting
firm  was approved by the Company's Board of Directors prior to the start of the
audit  for  the  fiscal  year  ended  June  30,  2005.


                                       34
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act  of  1934,  the  registrant caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

                                NANOPIERCE TECHNOLOGIES, INC.
                                (a Nevada corporation)


Date:  October 3, 2005                 By:  /s/ Paul H. Metzinger
                                          -----------------------------------
                                        Paul H. Metzinger, Director, Chief
                                        Executive Officer & President



Date:  October 3, 2005                 By:  /s/ Kristi J. Kampmann
                                          -----------------------------------
                                        Kristi J. Kampmann, Chief Financial
                                        Officer & Chief Accounting Officer


     In  accordance  with  the  Securities Exchange Act of 1934, this report has
been  signed  below  by the following persons on behalf of the registrant and in
the  capacities  and  on  the  dates  indicated.

Date:  October 3, 2005                 By:  /s/ Paul H. Metzinger
                                          ----------------------------------
                                        Paul H. Metzinger, Director, Chief
                                        Executive Officer & President


Date:  October 3, 2005                 By:  /s/ Herbert J. Neuhaus
                                          ----------------------------------
                                        Herbert J. Neuhaus, Director &
                                        Executive Vice-President of
                                        Technology & Marketing


Date:  October 3, 2005                 By:  /s/ Robert Shaw
                                          ----------------------------------
                                        Robert Shaw, Director


Date:  October 3, 2005                 By:  /s/ John Hoback
                                          ----------------------------------
                                        John Hoback, Director


                                       35
<PAGE>
SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d)  OF  THE  EXCHANGE  ACT  BY  NON-REPORTING  ISSUERS

     No  annual  report  covering the Company's fiscal year ended June 30, 2005,
nor  any  proxy  material,  has  been  sent  to security holders of the Company.


<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES , INC. AND SUBSIDARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            Page
<S>                                                                         <C>
Report of Independent Registered Public Accounting Firm                     F-1

Consolidated Financial Statements:

        Consolidated Balance Sheet - June 30, 2005                          F-2

        Consolidated Statements of Operations-
            Years ended June 30, 2005 and 2004                              F-3

        Consolidated Statements of Comprehensive Loss -
            Years ended June 30, 2005 and 2004                              F-4

        Consolidated Statements of Changes in Shareholders' Equity -
            Years ended June 30, 2005 and 2004                              F-5

        Consolidated Statements of Cash Flows -                             F-7
            Years ended June 30, 2005 and 2004

        Notes to Consolidated Financial Statements                          F-9
</TABLE>


<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------



Board  of  Directors
Nanopierce  Technologies,  Inc.
Denver,  Colorado


We  have  audited  the  accompanying  consolidated  balance  sheet of Nanopierce
Technologies,  Inc.  and  subsidiaries  as  of  June  30,  2005, and the related
consolidated  statements   of  operations,   comprehensive   loss,  changes   in
shareholders' equity and cash flows for each of the years in the two-year period
ended  June  30,  2005. These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial statements based on our audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement presentation. We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of  Nanopierce
Technologies,  Inc.  and  subsidiaries  as  of June 30, 2005, and the results of
their  operations  and  their  cash  flows for each of the years in the two-year
period  ended  June 30, 2005, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements, the Company reported a net loss of $997,616
for  the  year ended June 30, 2005, and an accumulated deficit of $23,629,319 as
of  June  30,  2005.  These  factors raise substantial doubt about the Company's
ability  to  continue  as a going concern. Management's plans in regard to these
matters  are  also described in Note 2. The consolidated financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.



/s/  GHP  HORWATH,  P.C.

Denver,  Colorado
September  26,  2005


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                            Consolidated Balance Sheet
                                   June 30, 2005


                                      Assets
                                      ------
<S>                                                                  <C>
Current assets:
  Cash and cash equivalents                                          $     25,835
  Interest receivable                                                       3,823
  Notes receivable, net (Note 5)                                          275,442
  Prepaid expenses                                                         91,306
                                                                     -------------
    Total current assets                                                  396,406
                                                                     -------------

Property and equipment:
  Office equipment and furniture                                           66,356
  Less accumulated depreciation                                           (50,514)
                                                                     -------------
                                                                           15,842
                                                                     -------------

Other assets:
  Advances receivable (Note 5)                                            405,000
  Deposits and other                                                       19,285
  Investments in affiliates (Note 6)                                      159,642
                                                                     -------------
                                                                          583,927
                                                                     -------------

        Total assets                                                 $    996,175
                                                                     =============

                      Liabilities and Shareholders' Equity
                      ------------------------------------

Current liabilities:
  Accounts payable                                                   $    214,891
  Accrued liabilities                                                      18,227
  Other liability (Note 8)                                                 90,000
  Notes payable, net of discount of $95,874 (Note 7)                      119,690
                                                                     -------------
    Total liabilities  (all current)                                      442,808
                                                                     -------------

Commitments and contingencies (Notes 4,7 and 9)

Shareholders' equity (Notes 7 and 8):
  Preferred stock; $0.0001 par value; 5,000,000 shares authorized;
    none issued and outstanding
  Common stock; $0.0001 par value; 200,000,000 shares authorized;
    93,259,033 shares issued and outstanding                                9,326
  Additional paid-in capital                                           24,050,517
  Accumulated other comprehensive income                                  122,843
  Accumulated deficit                                                 (23,629,319)
                                                                     -------------
      Total shareholders' equity                                          553,367
                                                                     -------------

        Total liabilities and shareholders' equity                   $    996,175
                                                                     =============
</TABLE>

See  notes  to  consolidated  financial  statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                       Years Ended June 30, 2005 and 2004


                                              2005         2004
                                          ------------  -----------
<S>                                       <C>           <C>
Revenues                                  $         -       34,258
                                          ------------  -----------

Operating expenses:
  General and administrative                  872,203    1,312,519
  Research and development                          -       41,849
  Selling and marketing                             -       37,033
  Impairment of intellectual property
    (Note 1)                                        -      608,061
                                          ------------  -----------
                                              872,203    1,999,462
                                          ------------  -----------

Loss from operations                         (872,203)  (1,965,204)
                                          ------------  -----------

Other income (expense):
  Other income                                 10,618            -
  Interest income                              17,672        2,550
  Extinguishment of liabilities (Note 7)            -       52,500
  Equity losses of affiliates (Note 6)       (144,323)     (99,922)
  Interest expense                             (9,301)      (1,683)
  Interest expense, related party                 (79)      (1,206)
                                          ------------  -----------
                                             (125,413)     (47,761)
                                          ------------  -----------

Loss from continuing operations              (997,616)  (2,012,965)
                                          ------------  -----------

Discontinued operations; income from
  operations of subsidiary (Note 3)                 -      454,882
                                          ------------  -----------

Net loss                                  $  (997,616)  (1,558,083)
                                          ============  ===========

Basic and diluted loss per share:
  Loss from continuing operations         $     (0.01)       (0.03)
  Income from discontinued operations               -         0.01
                                          ------------  -----------

Net loss per share, basic and diluted     $     (0.01)       (0.02)
                                          ============  ===========

Weighted average number of common
  shares outstanding                       90,899,581   75,116,717
                                          ============  ===========
</TABLE>

See  notes  to  consolidated  financial  statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                  Consolidated Statements of Comprehensive Loss
                       Years Ended June 30, 2005 and 2004


                                                2005          2004
                                            ------------  ------------
              <S>                           <C>           <C>
              Net loss                      $  (997,616)   (1,558,083)

              Change in unrealized loss on
                securities                         (379)         (141)

              Change in foreign currency
                translation adjustments               -       (66,727)
                                            ------------  ------------

              Comprehensive loss            $  (997,995)   (1,624,951)
                                            ============  ============
</TABLE>

See  notes  to  consolidated  financial  statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                          NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                     Consolidated Statement of Changes in Shareholders' Equity
                                                Years Ended June 30, 2005 and 2004


                                                                           Accumulated
                                   Common stock            Additional         other                           Total
                           -----------------------------     paid-in      comprehensive    Accumulated     shareholders'
                              Shares          Amount         capital          income         deficit          equity
                           -------------  --------------  --------------  --------------  --------------  --------------
<S>                        <C>            <C>             <C>             <C>             <C>             <C>
Balances, July 1, 2003        65,054,738  $        6,505     21,567,807         190,090     (21,073,620)        690,782

Common stock and
  warrants issued for
  cash (net of offering
  costs of $272,000)          20,769,231           2,077      1,825,923               -               -       1,828,000

Common stock issued
  in satisfaction of
  payable                        200,000              20          3,615               -               -           3,635

Common stock issued upon
  exercise of
  warrants (net of
  offering costs of
  $37,050)                     3,850,000             385        347,565               -               -         347,950

Common stock issued upon
  cashless exercise of
  warrants                       185,064              19            (19)              -               -               -

Net loss                               -               -              -               -      (1,558,083)     (1,558,083)

Other comprehensive
  loss:
    Change in unrealized
      gain on securities               -               -              -            (141)              -            (141)
    Foreign currency
      translation
      adjustments                      -               -              -         (66,727)              -         (66,727)
                           -------------  --------------  --------------  --------------  --------------  --------------
Balances,
  June 30, 2004               90,059,033  $        9,006     23,744,891         123,222     (22,631,703)      1,245,416
                           =============  ==============  ==============  ==============  ==============  ==============
</TABLE>

See  notes  to  consolidated  financial  statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                            NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                       Consolidated Statement of Changes in Shareholders' Equity
                                                  Years Ended June 30, 2005 and 2004


                                                                          Accumulated
                                   Common stock            Additional        other                            Total
                           -----------------------------     paid-in     comprehensive     Accumulated     shareholders'
                              Shares          Amount         capital         Income          deficit          equity
                           -------------  --------------  -------------  --------------  --------------  --------------
<S>                        <C>            <C>             <C>            <C>             <C>             <C>
Balances, July 1, 2004        90,059,033  $        9,006     23,744,891        123,222     (22,631,703)      1,245,416

Common stock issued upon
  exercise of warrants
  (net of offering costs
  of $7,200)                   1,200,000             120        112,680              -               -         112,800

Common stock issued for
  deferred consulting
  costs                        1,000,000             100         89,900              -               -          90,000

Common stock issued upon
  issuance of note
  payable                      1,000,000             100        102,796              -               -         102,896

Common stock to be
  issued                               -               -            250              -               -             250

Net loss                               -               -              -              -        (997,616)       (997,616)

Other comprehensive
  loss:
    Change in unrealized
      gain on securities               -               -              -           (379)              -            (379)
                           -------------  --------------  -------------  --------------  --------------  --------------
Balances,
  June 30, 2005               93,259,033  $        9,326     24,050,517        122,843     (23,629,319)        553,367
                           =============  ==============  =============  ==============  ==============  ==============
</TABLE>

See notes to consolidated financial statements.


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                     NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                          Consolidated Statements of Cash Flows
                           Years Ended June 30, 2005 and 2004


                                                                  2005           2004
                                                              -------------  ------------
<S>                                                           <C>            <C>
Cash flows from operating activities:
  Net loss                                                    $   (997,616)   (1,558,083)
                                                              -------------  ------------
  Adjustments to reconcile net loss to net cash used
    in operating activities from continuing operations:
    Income from discontinued operations                                  -      (454,882)
    Amortization expense                                             7,500       158,674
    Depreciation expense                                             7,258        10,657
    Equity losses of affiliates                                    144,323        99,922
    Gain on extinguishment of liabilities                                -       (52,500)
    Provision for losses on receivables                             35,000        58,074
    Amortization of discount on note payable                         7,272             -
    Amortization of deferred consulting costs                            -       122,459
    Impairment of intellectual property and equipment                    -       608,061
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable                     1,986       (11,883)
      Decrease in prepaid expenses                                  35,921         8,646
      Increase (decrease) in accounts payable                      105,935      (188,359)
      Increase in accrued liabilities                               18,227             -
      Increase in other liability                                   90,000             -
                                                              -------------  ------------
  Total adjustments                                                453,422       358,869
                                                              -------------  ------------

      Net cash used in operating activities
        from continuing operations                                (544,194)   (1,199,214)
                                                              -------------  ------------

Cash flows from investing activities:
    Advances to equity investee                                          -       (50,000)
    Increase in notes receivable                                  (349,000)            -
    Repayment of note receivable                                    38,558             -
    Increase in advances receivable                               (405,000)            -
    Increase in patent and trademark applications                        -       (68,189)
    Purchases of property and equipment                                  -        (1,575)
    Cash effect of ExypnoTech deconsolidation                            -      (115,151)
                                                              -------------  ------------
      Net cash used in investing activities
        from continuing operations                                (715,442)     (234,915)
                                                              -------------  ------------

Cash flows from financing activities:
    Exercise of warrants and common stock issued for cash          112,800     2,175,950
    Payment of notes payable                                       (61,737)     (205,700)
    Proceeds from issuance of notes payable and common stock       216,000       165,000
                                                              -------------  ------------
      Net cash provided by financing activities
        from continuing operations                                 267,063     2,135,250
                                                              -------------  ------------

Effect of exchange rate changes on cash
  and cash equivalents                                                   -       127,038
                                                              -------------  ------------

Net cash used in discontinued operations                                 -       (10,492)
                                                              -------------  ------------

Net (decrease) increase in cash and cash equivalents              (992,573)      817,667

Cash and cash equivalents, beginning                             1,018,408       200,741
                                                              -------------  ------------

Cash and cash equivalents, ending                             $     25,835     1,018,408
                                                              =============  ============
</TABLE>


                                (Continued) F-7
<PAGE>
<TABLE>
<CAPTION>
                          NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                               Consolidated Statements of Cash Flows
                                Years Ended June 30, 2005 and 2004
                                              Continued


                                                                   2005           2004
                                                               -------------  ------------
<S>                                                            <C>            <C>
Supplemental disclosure of cash flow information:
  Cash paid for interest                                       $         17         2,851
                                                               =============  ============
Supplemental disclosure of non-cash investing and financing
  activities:
    Issuance of common stock and common stock to be issued
      in connection with notes payable                         $    103,146             -
                                                               =============  ============
    Issuance of common stock in exchange for deferred
      consulting costs                                         $     90,000             -
                                                               =============  ============
    Offering costs recorded in accounts payable                $      7,200             -
                                                               =============  ============
    Issuance of common stock in satisfaction of payable        $          -         3,635
                                                               =============  ============
    Investment in joint venture in exchange for equipment      $          -       132,000
                                                               =============  ============
    Issuance of note payable in exchange for accounts
      payable                                                  $          -        92,100
                                                               =============  ============
    Patent costs incurred on behalf of equity investee in
      exchange for receivable                                  $          -         8,074
                                                               =============  ============
</TABLE>

See  notes  to  consolidated  financial  statements.


                                      F-8
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

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

BASIS  OF  PRESENTATION:

The  accompanying  consolidated  financial  statements  include  the accounts of
NanoPierce  Technologies,  Inc.,  a  Nevada  corporation  (the  Company),  its
wholly-owned  subsidiaries,  NanoPierce  Connection  Systems,  Inc.,  a  Nevada
corporation  (NCOS) which was incorporated in November 2001, ExypnoTech, LLC (ET
LLC),  a  Colorado limited liability company, which was formed in June 2004, and
through  December 11, 2003, ExypnoTech, GmbH (EPT, formed in February 2002)(Note
6).  Through  June 30, 2004, the consolidated financial statements also included
the  wholly-owned  foreign subsidiary, NanoPierce Card Technologies GmbH, (NCT).
NCT  was  dissolved  in  June  2004, and is presented as discontinued operations
(Note  3).  All  significant  intercompany  accounts  and transactions have been
eliminated  in  consolidation.

BUSINESS:

The  Company  was  engaged  in the design, development and licensing of products
using  its intellectual property, the PI Technology through its subsidiaries and
joint  venture  arrangements.  The  PI  Technology  consists of patents, pending
patent  applications,  patent  applications in preparation, trade secrets, trade
names,  and  trademarks.  The  Company  has  designated its PI Technology as the
NanoPierce  Connection  System  (NCS(TM))  and  marketed  the  PI  Technology to
companies  in  various industries for a wide range of applications, specifically
RFID  applications.  As  discussed below, the Company made a decision to abandon
its  PI  Technology  during  the  year  ended  June  30,  2004.

Through  June  30,  2005,  NCOS  had no operational activities. Through June 30,
2005,  EPT,  an  equity  investment,  had  activities  primarily  consisting  of
manufacturing  inlay components used in, among other things, Smart Labels, which
is  a  paper  sheet  holding  a chip-containing module that is capable of memory
storage and/or processing. Scimaxx Solutions, LLC, which is an equity investment
(Note  6),  was  primarily  involved  in  research and development and marketing
functions  through  April  2005,  at  which  time  it  ceased operations. ET LLC
business  activities  included  the marketing and sales of RFID (Radio Frequency
Identification)  products in North America. ET LLC had no revenues or operations
through  June  30,  2005.

In  August  2005,  the  Company entered into a joint venture with Xact Resources
International,  Inc.  ("Xact  Resources"), a privately held company. The Company
purchased  a  50% equity interest in the joint venture, BioAgra, LLC ("BioAgra")
(a  Georgia  limited liability company) for $905,000 in cash (which includes the
$405,000  advanced  to Xact Resources as of June 30, 2005) and a note payable of
$595,000,  which  was  paid  in  full  on  September  15,  2005.  BioAgra  is to
manufacture  and  sell  a  beta  glucan  product,  YBG-2000,  to  be  used  as a
replacement  for  hormone  growth  steroids  and antibiotics in products such as
poultry feed.

Currently,  BioAgra  is  in  the  process  of  constructing the production line.
BioAgra  expects  to  begin  producing  and shipping product at the beginning of
2006.  As  the  production  line  is  being  completed, management of BioAgra is
developing  marketing  plans  for  the  sale  and  distribution  of the product,
marketing  strategies  and  hiring  administrative  and  manufacturing  staff.

Additionally,  the  Company  entered  into an agreement with Arizcan Properties,
Ltd.  ("Arizcan")  by  which  the  Company  will  pay to Arizcan 20% of the cash
distributions  paid  to  the  Company  by  and  from BioAgra, until such time as
Arizcan shall be paid $800,000.

                                      F-9
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

USE  OF  ESTIMATES  IN  THE  FINANCIAL  STATEMENTS:

The  preparation  of  the  financial  statements  in  conformity with accounting
principles  generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities  and disclosure of contingent assets and liabilities at
the  date  of  the financial statements and the reported amounts of revenues and
expenses  during  the reporting periods.  Actual results could differ from those
estimates.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS:

The  fair  values  of the Company's cash and cash equivalents, notes receivable,
accounts payable, other liabilities and notes payable approximate their carrying
amounts  due  to  the  short  maturities  of  these  instruments.

CASH  AND  CASH  EQUIVALENTS:

The Company considers all highly liquid investments with an original maturity of
three  months  or  less  and  money  market  instruments to be cash equivalents.

DEFERRED  CONSULTING  COSTS:

In  June  2005,  the  Company  entered  into  a twelve-month consulting services
agreement  with  a third party, in which this party agreed to provide public and
investor  relation  services  and general business services for the twelve-month
term  of  the  agreement.  Compensation  consisted  of  1,000,000  shares of the
Company's  restricted  common stock with a market value of approximately $90,000
(based  on  the  closing  market  price  of  $0.09  per  share  at  the date the
transaction  was  entered  into).  The  deferred  cost  is  being amortized on a
straight-line basis over the twelve-month period from the date of the agreement.
During  the  year  ended  June  30,  2005,  $7,500  was  expensed.

AVAILABLE  FOR  SALE  SECURITIES

Available  for  sale  securities  consist  of  1,180  shares  of common stock of
Intercell  International Corporation ("Intercell"). These securities are carried
at  estimated fair value ($12 at June 30, 2005) based upon quoted market prices,
and  are  included  in  other  long-term  assets  in the Company's June 30, 2005
consolidated  balance  sheet.  Unrealized  gains  and losses are computed on the
basis  of  specific  identification  and are reported as a separate component of
comprehensive  income  (loss),  included  as  a  separate  item in shareholders'
equity.  The Company reported a decrease in the unrealized loss on available for
sale  securities  of  $379  in  2005  and  $141  in 2004.  At June 30, 2005, the
unrealized  loss  on  available  for  sale  securities was $12.  Realized gains,
realized  losses,  and declines in value, judged to be other-than-temporary, are
included  in  other  income (expense).  During the years ended June 30, 2005 and
2004,  the  Company  did  not  sell  any  available  for  sale  securities.


                                      F-10
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

IMPAIRMENT  OF  INTELLECTUAL  PROPERTY  RIGHTS  AND  PATENT  AND  TRADEMARK
APPLICATIONS:

During  the  year  ended  June  30,  2004, the Company had recorded intellectual
property  rights  and  patent and trademark applications.  During the year ended
June  30,  2004,  the intellectual property was amortized using a useful life of
2.5  years,  which  was  consistent with the remaining average patent protection
period  of  the  remaining  intellectual  property.

During  the  fourth  quarter ended June 30, 2004, the Company made a decision to
abandon  its  intellectual property rights, patents and patent applications, and
trademarks.  This  decision  was  based  on  factors  including  the  Company's
evaluation  of  past and current operating results, and potential changes in the
Company's  business  plan,  which  involve  investigating  potential acquisition
candidates  outside  of  the  technology industry (Note 2).  As a result of this
decision,  the  Company  recorded an impairment charge of $608,061 in the fourth
quarter  ended  June  30,  2004.

PROPERTY  AND  EQUIPMENT:

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

REVENUE  RECOGNITION:

Revenues from the sales of product are recognized at time of shipment.  Revenues
are  deferred  if  significant  future  obligations  are  to  be fulfilled or if
collection  is  not probable.  At June 30, 2005, there were no deferred revenues
related  to  contract  services  in  progress.

The  Company  grants  credit,  without collateral, to its customers.  Management
reviews  trade  receivables  on an ongoing basis to determine if any receivables
will  potentially  be  uncollectible.  The  Company  includes  trade  receivable
balances  that  are  determined  to be uncollectible in an overall allowance for
doubtful  accounts.  After all attempts to collect a receivable have failed, the
receivable  is  written  off  against  the  allowance.

RESEARCH  AND  DEVELOPMENT:

The  Company  includes  in  research  and development expense: payroll, facility
rent, lab supplies and other expense items directly attributable to research and
development.  The  Company  does not contract its research and development work,
nor  does  it,  at  this time, perform research and development work for others.


                                      F-11
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

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.

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  would  have  changed  to  the  pro  forma  amounts  indicated  below:

<TABLE>
<CAPTION>
                                            2005         2004
                                         -----------  -----------
<S>                                      <C>          <C>

Net loss, as reported                    $ (997,616)  (1,558,083)
Total stock-based employee compensation
expense determined under fair value
based method for all awards                       -            -
                                         -----------  -----------
Net loss, pro forma                      $( 997,616)  (1,558,083)
                                         ===========  ===========
Net loss per share as reported           $    (0.01)       (0.02)
Net loss per share pro forma             $    (0.01)       (0.02)
</TABLE>


No  options  were  granted  during  the  years  ended  June  30,  2005 and 2004.

FOREIGN  CURRENCY  TRANSLATION:

The  financial  statements  of  the  Company's  foreign  equity  investments
(subsidiaries  in  2004) are measured using the local currency (the Euro) as the
functional  currency.  Assets  and liabilities of the entities are translated at
exchange  rates  as  of  the  balance  sheet  date.  Revenues  and  expenses are
translated  at  average  rates  of  exchange  in  effect during the period.  The
resulting  cumulative  translation adjustments have been recorded as a component
of  comprehensive  income  (loss),  included as a separate item in shareholders'
equity.

The  cumulative  translation  adjustment  was approximately $123,000 at June 30,
2005  and 2004.  In June 2004, a $74,814 reduction of other comprehensive income
to net income was recorded and recognized as a component of gain on discontinued
operations  as  a  result  of  the  liquidation  of  NCT.

FOREIGN  CURRENCY  TRANSACTIONS:

Gains  and  losses from foreign currency transactions are included in net income
(loss).  Foreign  currency  transaction  gains  and  losses were not significant
during  the  years  ended  June  30,  2005  and  2004.


                                      F-12
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

COMPREHENSIVE  INCOME  (LOSS):

SFAS No. 130, Reporting Comprehensive Income, requires the reporting and display
of  comprehensive  income  and its components.  SFAS No. 130 requires unrealized
gains and losses on the Company's foreign currency translation adjustments to be
included  in  comprehensive  income  (loss).

LOSS  PER  SHARE:

SFAS  No.  128,  Earnings  per  Share,  requires  dual presentation of basic and
diluted  earnings or loss 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.

Loss per share of common stock is computed based on the average number of common
shares  outstanding  during  the  year.  Stock  options  and  warrants  are  not
considered  in  the  calculation,  as  the impact of the potential common shares
(76,181,777  shares  at  June  30,  2005 and 77,381,777 shares at June 30, 2004)
would  be  to  decrease  loss  per  share.  Therefore, diluted loss per share is
equivalent  to  basic  loss  per  share.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS:

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
currently 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 significant impact on the Company's financial
position  and  results  of  operations  in  future  periods.


                                      F-13
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

In December 2003, the FASB issued Interpretation No. 46R ("FIN 46R"), a revision
to  SFAS Interpretation No. 46, Consolidation of Variable Interest Entities. FIN
46R clarifies some of the provisions of FIN 46 and exempts certain entities from
its requirements. FIN 46R requires a variable interest entity to be consolidated
by  a  company if that company is subject to a majority of the risk of loss from
the  variable  interest entity's activities or is entitled to receive a majority
of  the  entity's  residual  returns  or both. FIN 46R also requires disclosures
about  variable  interest entities that a company is not required to consolidate
but  in  which  it has a significant variable interest. FIN 46R became effective
for  variable  interest  entities  or  potential  variable interest entities for
periods  ending  after  December 15, 2003 for public companies (other than small
business issuers), and became effective by the end of the first annual reporting
period  ending  after  December  15,  2004 for companies that are small business
issuers.  FIN  46R did not have an impact on the Company's financial position or
results  of  operations.

2.   GOING  CONCERN  AND  MANAGEMENT'S  PLANS:

The  Company's  financial  statements for the year ended June 30, 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 $997,616 for the year ended June
30,  2005,  and  an  accumulated deficit of $23,629,319 as of June 30, 2005. The
Company  did  not  recognize any revenues from its PI technology during the year
ended June 30, 2005. The Company's subsidiary NCT was dissolved in June 2004 and
in  December  2003,  the  Company  sold  a  controlling  51% interest in EPT. In
addition,  the  Company  has  abandoned  and  recorded  an  impairment  to  its
intellectual  property.

These factors raise substantial doubt about the Company's ability to continue as
a  going  concern.  The  financial  statements  do  not  include 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.

In August 2005, the Company was able to raise $1,535,000 through the exercise of
30,700,000  warrants  with  an  exercise  price  of $0.05 per share. The Company
subsequently  purchased a 50% equity investment in the BioAgra joint venture for
$905,000  (which includes the $405,000 advanced to Xact Resources as of June 30,
2005)  cash  and a note payable of $595,000, which was paid in full in September
2005.  The  Company also entered into an agreement with Arizcan Properties, Ltd.
("Arizcan")  by  which  the  Company  will  pay  to  Arizcan  20%  of  the  cash
distributions  paid  to  the  Company  by  and  from BioAgra, until such time as
Arizcan shall be paid $800,000.

In  September 2005, the Company executed a subscription agreement to sell shares
of  the  Company's preferred stock with Arizcan. The sole director of Arizcan is
related  to a board member of Intercell. The Subscription Agreement provides for
the  sale  of  200,000  shares  of  a  Class  A  8% cumulative and participating
preferred  shares  with  a sale's price of $7.50 per share. The preferred shares
are  to  be  convertible  into  60%  of  the  Company's  issued  and outstanding
post-split shares of the Company's common stock on the date of conversion.

Additionally,  the  Company intends to change its corporate name and most likely
to  institute  a  reverse  split  in  connection  with  recent  business events.

                                      F-14
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

Currently,  the  Company  does  not  have  a  revolving  loan agreement with any
financial institution, nor can the Company provide any assurance it will be able
to  enter  into  any  such  agreement  in  the future, or be able to raise funds
through  a  further  issuance  of  debt  or  equity  in  the  Company.

3.   DISCONTINUED  OPERATIONS:

On  April 1, 2003, NCT filed insolvency with the Courts of Munich, Germany.  The
insolvency  filing  was  necessary in order to comply with specific German legal
requirements.  In June 2004, NCT completed its plan of self-liquidation, and the
German  court  legally  dissolved  NCT.

At  June  30,  2005, NCT has no remaining assets or liabilities.  NCT's revenues
for  the  years  ended  June  30,  2005  and  2004  as  reported in discontinued
operations,  were  $0.  The  Company recorded a $454,882 gain on the disposal of
NCT  in  2004,  which was primarily due to the extinguishment of NCT liabilities
and  gains recognized from the sales of equipment.  NCT did not incur any income
taxes  during  the  periods  presented.

4.   RISK  CONSIDERATIONS:

BUSINESS  RISK:

The  Company  is  subject  to risks and uncertainties common to technology-based
companies,  including  rapid  technological  change,  dependence  on  principal
products  and  third  party  technology,  new  product  introductions  and other
activities  of  competitors,  dependence on key personnel, and limited operating
history.

INTERNATIONAL  OPERATIONS:

The Company's foreign equity investment (EPT) operations are located in Germany.
EPT  transactions  are  conducted  in currencies other than the U.S. dollar (the
currency  into which EPT's historical financial statements have been translated)
primarily  the Euro. As a result, the Company is exposed to adverse movements in
foreign  currency  exchange  rates. In addition, the Company is subject to risks
including  adverse  developments  in  the  foreign  political  and  economic
environment, trade barriers, managing foreign operations and potentially adverse
tax  consequences.  There can be no assurance that any of these factors will not
have  a  material adverse effect on the Company's financial condition or results
of  operations  in  the  future.

5.   NOTES AND ADVANCES RECEIVABLE:

Through  June  30,  2005,  the  Company  advanced  a  total  of $405,000 to Xact
Resources,  which  was  applied  to  the  August 2005 purchase of the 50% equity
interest  in  the  joint  venture,  BioAgra  with  Xact  Resources.


                                      F-15
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

In  December  2004,  the  Company  loaned  $35,000 to Intercell in return for an
unsecured, 7% promissory note, due in December 2005.  The loan was made in order
to  assist  Intercell  in its efforts to support operations.  From September 30,
2004 to March 17, 2005, Mr. Metzinger, the President and Chief Executive Officer
of  the  Company,  served  as  the  Chief  Executive  Officer of Intercell.  The
Company's  Chief Financial Officer also serves as the Chief Financial Officer of
Intercell.  On  March  16, 2005, Intercell filed for protection under Chapter 11
of  the U.S. Bankruptcy Laws.  The Company does not believe that it will be able
to  fully collect this receivable and during the third quarter of the year ended
June  30,  2005,  recorded  an  allowance of $35,000 in connection with the note
receivable.

In  November  2004,  the Company loaned $314,000 to Arizcan. In exchange for the
loan,  the Company received an unsecured, 7% promissory note, due on October 31,
2005.  The  funds were loaned to facilitate Arizcan's purchase of an option from
certain  of  the  Company's warrant holders, to initiate the exercise of certain
existing  warrants  to  purchase up to 15,700,000 shares of the Company's common
stock.  The  warrants  were  initially  issued  as part of a January 2004 equity
placement  (Note  8).  In  June 2005, the Company received a payment of $50,000,
which included interest of $11,442. In August 2005, Arizcan exercised its option
on  all  15,700,000 shares (Note 8).

6.   INVESTMENTS  IN  AFFILIATES:

INVESTMENT  IN  EPT:

On  December  11,  2003,  a  German  entity,  formed by former employees of EPT,
purchased  a  controlling 51% equity interest in EPT in exchange for $98,000, of
which  $62,787  has  been  received  through June 30, 2005.  No gain or loss was
incurred  by  the  Company  as a result of this transaction.  As a result of the
Company's  reduced  ownership  interest  and loss of control of EPT, the Company
deconsolidated  EPT  as  of  December  11,  2003,  and  began accounting for its
investment in EPT under the equity method of accounting at that time.  Under the
equity  method of accounting, the carrying amount of the Company's investment in
EPT  ($159,642  at  June  30,  2005)  is  adjusted  to  recognize  the Company's
proportionate  share  of  EPT's  income  (loss)  each  period.


                                      F-16
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

Financial  information  of  EPT as of June 30, 2005, and for the year ended June
30,  2005  and  the  period  from  December 11, 2003 through June 30, 2004 is as
follows:

<TABLE>
<CAPTION>
                                                  June 30, 2005
                                                  --------------
          <S>                                     <C>
          Assets:
              Current assets(1)                   $      302,189
              Equipment                                  188,622
                                                  --------------

            Total assets                          $      490,811
                                                  ==============

          Liabilities and members' equity:
              Current liabilities(2)              $      362,496
              Members' equity                            128,315
                                                  --------------

          Total liabilities and members' equity   $      490,811
                                                  ==============
</TABLE>

          (1)  Current  assets include receivables in the amount of $177,372 due
               from  the  51%  owner  of  EPT.

          (2)  Current liabilities include a payable of $60,723 to the 51% owner
               of  EPT.

<TABLE>
<CAPTION>
                                                  December 11, 2003
                              Year ended               through
                             June 30,2005           June 30, 2004
                            --------------       -------------------
          <S>               <C>                  <C>
          Revenues(1)       $     586,480        $           42,143
          Expenses(2)            (676,222)                 (144,094)
                            --------------       -------------------
          Net loss          $     (89,742)       $         (101,951)
                            ==============       ===================
</TABLE>

          (1)Revenues  include  $570,584  and $32,180, respectively, of sales to
             the  51%  owner  of  EPT  for  each  period  presented.
          (2)Expenses  include  $60,723 and $0, respectively, of charges paid to
             the  51%  owner  of  EPT  for  each  period  presented.


Pro forma results of the Company's operations for the fiscal year ended June 30,
2004,  assuming  the  deconsolidation of EPT occurred as of July 1, 2003, are as
follows:

<TABLE>
<CAPTION>
            <S>                                  <C>
            Revenues                             $     5,809
            Operating expenses                   $(1,869,029)
            Net loss                             $(1,427,650)
</TABLE>


                                      F-17
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

INVESTMENT  IN  JOINT  VENTURE  INTEREST:

On  September  15, 2003, the Company entered into a joint venture agreement with
Scimaxx,  LLC, an entity related to the Company in that a member of Scimaxx, LLC
is  a  director  of  the  Company.  The  name  of  the joint venture was Scimaxx
Solutions,  LLC  (Scimaxx Solutions, a Colorado Limited Liability company formed
in  September  2003).  The  purpose  of  the  joint  venture  was to provide the
electronics industry with technical solutions to manufacturing problems based on
the  need  for  electrical  connectivity.

The  Company  received  a  50%  interest  in the joint venture in exchange for a
contribution  of  NCOS equipment with a carrying value of approximately $132,000
at  September  15,  2003. The Company also granted Scimaxx Solutions a ten-year,
non-exclusive,  non-royalty  bearing  worldwide  license  to  use  the Company's
intellectual property. Scimaxx, LLC was to invest $50,000 cash, of which $22,900
was  received.  The  Company has a 49% voting interest in the joint venture. The
Company  determined  that  Scimaxx  LLC  was  the controlling financial interest
holder  and  therefore,  the Company has accounted for its investment in Scimaxx
Solutions  as  an  equity  method  investment.

During  the  third  quarter  of the fiscal year ended June 30, 2005, the Company
made  the decision to impair the value of its investment in Scimaxx Solutions to
$0.  In  performing  the  quarterly  assessment,  management  considered  the
operational  history  and  status  of the joint venture, combined with cash flow
projections  and other operating information.  As a result of this decision, the
Company  recorded  an  impairment charge of $63,544, which is included in equity
losses  of  affiliates.

Unaudited  financial  information  of Scimaxx Solutions as of June 30, 2005, and
for  the  year  ended  June  30,  2005  and  the  period from September 15, 2003
(inception)  through  June  30,  2004,  is  as  follows:

<TABLE>
<CAPTION>
                                                  June 30, 2005
                                                 ---------------
          <S>                                    <C>
          Assets:
              Current assets                     $           76
              Equipment                                  70,455
                                                 ---------------

            Total assets                         $       70,531
                                                 ===============

          Liabilities and members' equity:
              Current liabilities                $       73,295
              Members' equity                            (2,764)
                                                 ---------------

          Total liabilities and members' equity  $       70,531
                                                 ===============
</TABLE>


                                      F-18
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

<TABLE>
<CAPTION>
                                                  September 15, 2003
                            Year ended                 through
                           June 30, 2005            June 30, 2004
                         -----------------       --------------------
          <S>            <C>                     <C>
          Revenues       $          5,773        $            17,458
          Expenses                (80,781)                  (245,850)
                         -----------------       --------------------

          Net loss       $        (75,008)       $          (228,392)
                         =================       ====================
</TABLE>

7.   NOTES  PAYABLE:

Related  Parties:

In  June  2005, an officer/director of the Company loaned $41,000 to the Company
in  exchange  for  an  unsecured, 5% note payable due in December 2005.  In June
2005,  the  Company paid $336 plus accrued interest of $17.  In August 2005, the
Company  paid  the  remaining  $40,664  plus  accrued  interest  of  $298.

In  June  2003, an officer/director of the Company loaned $10,000 to the Company
in  exchange  for  an  unsecured,  7%  note  payable  due  in December 2003.  In
September 2003, the same officer/director loaned the Company $30,000 in exchange
for  an  unsecured, 7% promissory note, due in September 2004.  In January 2004,
the  Company  paid  the  $40,000  plus  accrued  interest  of  $1,247.

In  September  2003,  Intercell, an affiliate of the Company at the time, loaned
the  Company  $35,000  in  exchange  for an unsecured, 7% promissory note due in
September  2004.  In  November  2003,  Intercell  loaned the Company $100,000 in
exchange  for  a 7%, promissory note due in November 2004.  This promissory note
was  collateralized  by an assignment of a 51% interest in the proceeds, if any,
the  Company  may  have  received  in  connection  with  the Financing Agreement
litigation  (Note  9).  In  January  2004,  the  Company paid the $135,000, plus
accrued  interest  of  $2,493.


                                      F-19
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004


Other:

In  June  2005, an unrelated third party loaned the Company $150,000 in exchange
for an unsecured, promissory note due in September 2005 with interest at 15% per
quarter and 2,000,000 shares of the Company's restricted common stock (1,000,000
shares  were  issued in June 2005 and the remaining 1,000,000 shares were issued
in  July  2005). At the date of issuance, the common stock had a market value of
$180,000  (based  on  the closing market price of $0.09 per share on the date of
the  transaction).  The  relative  fair  value of the common stock ($81,718) was
accounted  for  as  a  discount applied against the face amount of the note. The
discount  is being amortized over the term of the promissory note. The effective
interest  rate  on  this  note  is 54%. On June 30, 2005, the Company recognized
$2,000  of  accrued  interest and amortized $7,272 of the discount as additional
interest  expense.  On  September  8,  2005, the Company paid the $150,000, plus
accrued  interest of $22,500. At that time the remaining discount of $74,446 was
fully  amortized  to  interest  expense.

On  June  30,  2005,  an  unrelated  third  party  loaned the Company $25,000 in
exchange for an unsecured, 8% promissory note due in December 2005 and 1,500,000
shares  of the Company's restricted common stock which were issued in July 2005.
At  the date of issuance, the common stock had a market value of $150,000 (based
on  the closing market price of $0.10 per share on the date of the transaction).
The  relative  fair  value  of the common stock ($21,428) was accounted for as a
discount  against  the  face amount of the note. The discount is being amortized
over  the  term  of  the  promissory  note  as  additional interest expense. The
effective  interest  rate on this note is 85%. As the promissory note was issued
on  June 30, 2005, the Company did not recognize any interest expense. On August
8,  2005,  the  Company paid the $25,000, plus accrued interest of $208. At that
time  the  discount  of  $21,428  was  fully  amortized  to  interest  expense.

In  July  and  August  2005,  unrelated  parties  loaned  the Company a total of
$150,000 in exchange for unsecured, 8% promissory notes due in December 2005 and
6,600,000  shares of the Company's restricted common stock. The common stock had
an  aggregate market value of $574,000 (based on the closing market prices which
ranged  from  $0.08  to  $0.09  per  share  at the date of the transaction). The
relative  fair  value  of  the  common  stock  ($117,786) was accounted for as a
discount  applied  against  the  face  amount  the promissory notes and is to be
amortized  over  the terms of the notes. On August 8, 2005, the Company paid the
$150,000  plus  accrued  interest of $1,132. At that time the discounts totaling
$117,786  were  fully  amortized  to interest expense. The approximate effective
interest  rate  on  these  notes  is  79%.


                                      F-20
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

In  2004,  the  Company  converted vendor payables of $92,100 into an unsecured,
non-interest  bearing  note payable which was repaid in March 2005.  This vendor
along  with  one other vendor agreed to forgive $52,500 of the liabilities owed,
and  as  a  result  the  Company  recognized  a  gain  on  the extinguishment of
liabilities  in  2004.

8.   SHAREHOLDERS'  EQUITY:

COMMON  STOCK:

2005  Transactions:

In  November  2004, the Company issued 1,200,000 shares of common stock upon the
exercise  of  warrants.  The  Company received cash proceeds of $112,800 (net of
$7,200  of  offering  costs).

In June 2005, the Company issued 1,000,000 shares of its restricted common stock
as  consideration  for  a  twelve-month  consulting  agreement.  These shares of
common  stock  had  a  market  value  of  $90,000.

In June 2005, in connection with the issuance of a $150,000 promissory note, the
Company  agreed to issue 2,000,000 shares of its restricted common stock, valued
at  $81,718,  of  which 1,000,000 shares were issued in June 2005, and 1,000,000
shares  were  issued  in  July  2005.

In  June 2005, in connection with the issuance of a $25,000 promissory note, the
Company  agreed  to issue 1,500,000 shares of its restricted common stock, which
were issued in July 2005. The shares were valued at $21,428.

In  June  2005,  in connection with the Company's financing efforts, the Company
committed  to  issuing  1,000,000  shares  of  its restricted common stock to an
unrelated  third  party.  The market value of the shares was $90,000 (based on a
closing  market  price  of  $0.09 per share at the date of the transaction). The
Company  recognized  $90,000 of expense in June 2005 and recorded a liability of
$90,000  at  June  30,  2005.  The  shares  were  issued  in  July  2005.

In  July  and August 2005, the Company issued a total of 6,600,000 shares of its
restricted  common  stock  in  connection  with the issuance of promissory notes
totaling  $150,000.  These  shares  were  valued  at  $117,786.

In  August  2005,  the  Company  issued 30,700,000 shares of its common stock in
connection  with  the  exercise  of  warrants  for $1,535,000 in cash. (Note 8 -
Warrants).


                                      F-21
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

2004  Transactions:

On  January  20, 2004, the Company sold 20,000,000 units at a price of $0.10 per
unit  for $1.8 million in cash, pursuant to a Securities Purchase Agreement (net
of  $272,000  of  offering  costs, discussed below).  A unit consists of (i) one
share  of  the  Company's  common stock, (ii) a warrant to purchase one share of
common  stock  at  an  exercise price of $0.10 per share, and (iii) a warrant to
purchase  two shares of the Company's common stock at an exercise price of $0.25
per  share.  All  warrants  have  an  expiration date of January 20, 2009.  As a
result  of  the  sale, the Company issued 20,000,000 shares of its common stock,
warrants  to  purchase 20,000,000 shares of common stock at an exercise price of
$0.10  per  share, and warrants to purchase 40,000,000 shares of common stock at
an  exercise  price  of  $0.25  per  share.

In  connection  with  the  sale of the units, the placement agent received a fee
consisting  of  a  cash  payment  equal  to  3%  of  the gross proceeds from the
transaction  ($60,000) and warrants to purchase 3% of the total number of shares
of  common stock issued to the investors on the closing date. The Company issued
to  the placement agent warrants to purchase 600,000 shares of common stock with
an  exercise price of $0.10 per share.  The warrants expire on January 20, 2009.
The placement agent is also entitled to receive an additional cash payment equal
to  3% of the gross proceeds, if any, received by the Company as a result of the
exercise  of  the  $0.10  warrants and additional warrants to purchase 3% of the
total number of shares issued as a result of the exercise of the $0.10 warrants.
The Company also paid a $200,000 finders fee to a third party (the "finder") and
issued  warrants  to  purchase 2,000,000 shares of common stock with an exercise
price of $0.10 per share.   The warrants expire on January 20, 2009.  This third
party is also entitled to receive an additional cash payment of 10% of the gross
proceeds,  if  any,  received  by the Company as a result of the exercise of the
$0.10  warrants  and  additional warrants to purchase 10% of the total number of
shares  issued  as  a result of the exercise of the $0.10 warrants.  The Company
also  incurred  an  additional $12,000 of offering costs, primarily legal costs.

During  the year ended June 30, 2004, the Company issued 3,850,000 shares of its
common  stock  upon the exercise of 3,850,000 warrants, which included 1,000,000
of  the  warrants issued to the finder as described above.  The Company received
$347,950  cash (net of $37,050 of offering costs, of which $11,050 is accrued at
June 30, 2004) for the exercise.  As described above, the Company granted to the
placement  agent  and  finder, warrants purchasing an additional 370,500 shares.
The warrants are exercisable at $0.10 per share and expire January 20, 2009. The
Company  also  issued  185,064 of its common stock upon the cashless exercise of
403,333  warrants.

During  the  year  ended  June 30, 2004, the Company also sold 769,231 shares of
restricted  common  stock  for  cash of $100,000, and the Company issued 200,000
shares  of  restricted  common  stock  in  satisfaction  of  a  $3,635  payable.


                                      F-22
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

STOCK  OPTIONS  AND  WARRANTS:

Stock  Options:

The  Company  has  established  two Compensatory Stock Option Plans (the "Option
Plans")  and  has  reserved 12,500,000 shares of common stock for issuance under
the  Option Plans.  Vesting provisions are determined by the Board of Directors.
All  stock  options  expire  10  years  from  the  date  of  grant.

A  summary  of  the  Option  Plans  is  as  follows:

<TABLE>
<CAPTION>
                                    2005                  2004
                           ---------------------  ---------------------
                                       Weighted              Weighted-
                                       average                average
                                       exercise               exercise
                            Shares      price      Shares      price
                           ---------  ----------  ---------  ----------
<S>                        <C>        <C>         <C>        <C>
Outstanding, beginning of
  Year                     8,787,524  $     1.00  8,787,524  $     1.00
Granted                            -           -          -           -
Expired                            -           -          -           -
Exercised                          -           -          -           -
                           ---------  ----------  ---------  ----------

Outstanding, end of year   8,787,524  $     1.00  8,787,524  $     1.00
                           =========  ==========  =========  ==========

Options exercisable at
  end of year              8,637,524  $     1.00  8,537,524  $     1.00
                           =========  ==========  =========  ==========
</TABLE>

The following table summarizes information about stock options outstanding as of
June  30,  2005:

<TABLE>
<CAPTION>
                       Options Outstanding                Options Exercisable
               ----------------------------------------  ---------------------
                           Weighted-
                            average                                 Weighted-
   Range of                remaining       Weighted-                 average
   exercise    Number of  contractual       average      Number of   exercise
    prices      options   life (years)  exercise price    options     price
-------------  ---------  ------------  ---------------  ---------  ----------
<S>            <C>        <C>           <C>              <C>        <C>
$0.20 - 0.50   3,255,000          3.37  $          0.32  3,255,000  $     0.32
 0.51 - 1.00   2,495,524          7.11             0.67  2,555,524        0.64
 1.01 - 2.00     860,000          5.45             1.53    650,000        1.58
 2.01 - 3.00   2,167,000          3.74             2.28  2,167,000        2.28
 5.01 - 6.00      10,000          4.67             6.00     10,000        6.00
               ---------  ------------  ---------------  ---------  ----------
               8,787,524          5.67  $          1.00  8,637,524  $     1.00
               =========  ============  ===============  =========  ==========
</TABLE>


                                      F-23
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

Warrants:

At  June  30,  2005,  the  following  warrants  to  purchase  common  stock were
outstanding:

<TABLE>
<CAPTION>
     Number of common          Exercise          Expiration
shares covered by warrants      price               date
---------------------------  ------------  -----------------------
<S>                          <C>           <C>
            20,000          $       1.25   August - September 2005
         1,526,019           0.30 - 2.58   October - December 2005
            75,000           0.30 - 0.36        January 2006
           200,000                  0.65            May 2006
           200,000                  1.25        January 2007
         3,440,000           0.50 - 0.60   October - November 2007
         1,333,334                  0.15          April 2008
        17,550,000                  0.10        January 2009
        40,000,000                  0.15        January 2009
           450,000                  0.60        January 2010
---------------------------
        64,794,353 (1)
===========================
</TABLE>

(1)  Does  not  include  2,600,000 of warrants that are issuable pursuant to the
     securities  purchase  agreement  described  above.

No  warrants  were  issued  during  the  year  ended  June  30,  2005.

During  the  year  ended June 30, 2005, warrants to purchase 1,200,000 shares of
common stock were exercised for net cash proceeds of $112,800 (net of commission
of  $7,200).

In  August  2005,  warrants  to  purchase 30,700,000 shares of common stock were
exercised  for  cash proceeds of $1,535,000 in exchange for 30,700,000 shares of
common  stock.  The  proceeds were used to purchase a 50% equity interest in the
BioAgra  joint  venture.  The warrants exercise price was lowered from $0.10 and
$0.15  per  share  to  $0.05  per  share  in  connection  with  the  exercise.

In August and September 2005, warrants to purchase 20,000 shares of common stock
expired.

During  the  year  ended June 30, 2004, warrants to purchase 3,850,000 shares of
common stock were exercised for net cash proceeds of $347,950 (net of commission
of  $37,050)  in  exchange  for  3,850,000 shares of common stock.  In addition,
warrants to purchase 403,333 shares of common stock were exercised on a cashless
basis  in  exchange  for  185,064  shares  of  common  stock.


                                      F-24
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

During  the  year  ended  June  30, 2004, warrants to purchase 732,500 shares of
common stock with exercise prices ranging from $0.30 to $2.81 per share expired.

9.   COMMITMENTS  AND  CONTINGENCIES

LITIGATION:

Depository  Trust  Suit:

     In  May  2004,  the  Company  filed  suit  against the Depository Trust and
Clearing  Corporation  ("DTCC"),  the  Depository Trust Company ("DTC"), and the
National  Securities  Clearing  Corporation  ("NSCC")  in  the  Second  Judicial
District  Court  of  the  County  of  Washoe, State of Nevada.  The suit alleges
multiple  claims  under  the  Nevada Revised Statutes 90.570, 90.580, 90.660 and
598A.060  and  on other legal bases.  The complaint alleges, among other things,
that  the  DTCC,  DTC  and  NSCC  acted  in concert to operate the "Stock Borrow
Program,"  originally created to address short term delivery failures by sellers
of  securities  in the stock market.  According to the complaint, the DTCC, NSCC
and  DTC  conspired  to  maintain  significant  open  fail  deliver positions of
millions of shares of the Company's common stock for extended periods of time by
using the Stock Borrow Program to cover these open and unsettled positions.  The
Company  was  seeking  damages  in the amount of $25,000,000 and treble damages.
Responsive pleadings were filed by the defendants.  On April 27, 2005, the court
granted  a  motion  to  dismiss  the lawsuit. The Company has filed an appeal to
overturn  the  motion  to  dismiss  the  lawsuit.

Financing  Agreement  Suit:

In  connection  with  a  financing  obtained  in October 2000, the Company filed
various actions in the United States District Court for the District of Colorado
against,  among others, Harvest Court, LLC, Southridge Capital Investments, LLC,
Daniel  Pickett,  Patricia  Singer and Thomson Kernaghan, Ltd. for violations of
federal  and  state  securities laws, conspiracy, aiding and abetting and common
law  fraud  among  other  claims.  As a result of various procedural rulings, in
January  2002,  the  United  States  District Court for the District of Colorado
transferred  the  case  to  the  United  States  District Court for the Southern
District  of  New  York,  New  York City, New York.  In this litigation, Harvest
Court,  LLC  filed  counterclaims  against  the Company and certain officers and
former  board  members  of the Company, and a number of unrelated third parties.
The  counterclaims  allege violations of federal securities laws and other laws.
Harvest Court, LLC is seeking various forms of relief including compensatory and
punitive  damages.  Responsive  pleadings  have been filed and the litigation is
currently  in  the  discovery  stage.


                                      F-25
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

In  May  2001,  Harvest Court, LLC filed suit against the Company in the Supreme
Court  of  the State of New York, County of New York.  The suit alleges that the
Company  breached  an  October 20, 2000 Stock Purchase Agreement, by not issuing
7,418,895  free  trading shares of the Company's common stock in connection with
the  reset provisions of the Purchase Agreement due on the second reset date and
approximately  4,500,225  shares  due  in  connection with the third reset date.
Harvest  Court,  LLC  is  seeking  the delivery of such shares or damages in the
alternative.  In August 2001, the Supreme Court of the State of New York, County
of  New York issued a preliminary injunction ordering the Company to reserve and
not  transfer  the  shares allegedly due to Harvest Court, LLC.  The Company has
filed  counterclaims seeking various forms of relief against Harvest Court, LLC.

The  Company intends to vigorously prosecute all litigation and does not believe
the  outcome  of  the  litigation  will  have  a  material adverse effect on the
financial  condition,  results  of  operations  or  liquidity  of  the  Company.
However, it is too early at this time to determine the ultimate outcome of these
matters.

Leases:

The  Company  has  entered  into  certain  facilities and equipment leases.  The
leases  are  non-cancelable  operating  leases that expire through September 30,
2006.  Future  minimum  lease  payments  under  these  operating  leases  are as
follows:

<TABLE>
<CAPTION>
                    Year ending
                      June 30,                        Amount
                    -----------                      --------
                    <S>                              <C>
                        2006                         $ 83,401
                        2007                           14,550
                                                     --------
                                                     $ 97,951
                                                     ========
</TABLE>

Aggregate  rental  expense  in  continuing operations under operating leases was
$113,380  and  $96,969 for the years ended June 30, 2005 and 2004, respectively.


                                      F-26
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       Years Ended June 30, 2005 and 2004

10.  INCOME  TAXES:

The  Company and its subsidiaries did not incur income tax expense for the years
ended  June 30, 2005 and 2004.  The reconciliation between taxes computed at the
statutory federal tax rate of 34% applied to the loss from continuing operations
and  the  effective  tax  rate  for the years ended June 30, 2004 and 2003 is as
follows:

<TABLE>
<CAPTION>
                                    2005          2004
                                 -----------  ------------
<S>                              <C>          <C>
Expected income tax benefit      $ (339,000)     (684,000)
Increase in valuation allowance     339,000       684,000
                                 -----------  ------------
                                 $        -             -
                                 ===========  ============
</TABLE>

The  tax  effects  of  temporary differences that give rise to substantially all
deferred  tax  assets  at  June  30,  2005  are  as  follows:

<TABLE>
<CAPTION>
     <S>                                      <C>
     Deferred tax assets:
         Net operating loss                   $ 4,623,000
         Intangible assets                        207,000
         Allowance for receivables                 32,000
     Less valuation allowance                  (4,862,000)
                                              ------------
     Net deferred tax assets                  $         -
                                              ============
</TABLE>

As  of  June  30,  2005,  the  Company  has net operating loss carry forwards of
approximately  $14,300,000,  which  expire between 2013 and 2025.  The Company's
net  operating  loss  carry forwards may be subject to annual limitations, which
could  reduce or defer the utilization of the losses as a result of an ownership
change  as  defined  in  Section  382  of  the  Internal  Revenue  Code.

11.  FOREIGN  AND  DOMESTIC  OPERATIONS:

Operating  results and long-lived assets of continuing operations as of June 30,
2005  and  for  the  years ended June 30, 2005 and 2004, by geographic area, are
presented  in  the  table below.  There were no revenues in 2005 from continuing
operations  and  no significant amounts of transfers between geographic areas in
2005  or  2004.

<TABLE>
<CAPTION>
                                 UNITED STATES        GERMANY        TOTAL
                                 --------------       -------       -------
     <S>                         <C>                  <C>           <C>
     Revenues for year
       ended June 30, 2004       $        5,809        28,449        34,258
                                 ==============       =======       =======
     Long-lived assets at
       June 30, 2005             $       15,842             -        15,842
                                 ==============       =======       =======
</TABLE>


                                      F-27