FORM 10-QSB

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

(Mark One)

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

     For the quarterly period ended September 30, 2004

                                       OR

[ ]  TRANSITION REPORT PURUSANT 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 small business issuer as specified in its charter)

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

                           370 17th Street, Suite 3640
                             Denver, Colorado 80202

                    (Address of principal executive offices)

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

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

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

As  of   November 11, 2004 there were 91,259,033 shares of the registrant's sole
class  of  common  shares  outstanding.

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


<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                          Page
                                                                                       ----
<S>                                                                                    <C>

    Report of Independent Registered Public Accounting Firm                            F-1

    Condensed Consolidated Balance Sheet - September 30, 2004                          F-2

    Condensed Consolidated Statements of Operations  -
        Three months ended September 30, 2004 and 2003                                 F-3

    Condensed Consolidated Statements of Comprehensive
        Loss -Three months ended September 30, 2004 and 2003                           F-4

    Condensed Consolidated Statement of Changes in Shareholders'
        Equity -Three months ended September 30, 2004                                  F-5

    Condensed Consolidated Statements of Cash Flows -
        Three months ended September 30, 2004 and 2003                                 F-6

    Notes to Condensed Consolidated Financial Statements                               F-7

Item 2.  Management's Discussion and Analysis                                            1

Item 3. Controls and Procedures                                                          3

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable

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

Item 3.  Defaults Upon Senior Securities - Not Applicable

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

Item 5.  Other Information - Not Applicable

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

    SIGNATURES                                                                           5
</TABLE>



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



Board of Directors
Nanopierce Technologies, Inc.


We  have  reviewed  the  accompanying  condensed  consolidated  balance sheet of
Nanopierce  Technologies,  Inc.  and  subsidiaries as of September 30, 2004, the
related condensed consolidated statements of operations, comprehensive loss, and
cash  flows  for  the three-month periods ended September 30, 2004 and 2003, and
the  condensed consolidated statement of changes in shareholders' equity for the
three-month  period  ended  September  30,  2004.  These  interim  condensed
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.

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

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




/s/ GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
November 8, 2004


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       Condensed Consolidated Balance Sheet
                                September 30, 2004
                                    (Unaudited)


                                  Assets
                                  ------
<S>                                                                  <C>
Current assets:
  Cash and cash equivalents                                          $    847,718
  Accounts receivable, net                                                 10,426
  Prepaid expenses                                                          2,948
                                                                     -------------
      Total current assets                                                861,092
                                                                     -------------
Property and equipment:
  Office equipment and furniture                                           66,356
  Less accumulated depreciation                                            45,071
                                                                     -------------
                                                                           21,285
                                                                     -------------
Other assets:
  Deposits and other                                                       19,415
  Investments in affiliates (Note 3)                                      299,061
                                                                     -------------
                                                                          318,476
                                                                     -------------

       Total assets                                                  $  1,200,853
                                                                     =============


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

Current liabilities:
  Accounts payable                                                   $    124,191
  Note payable (Note 4)                                                    38,118
                                                                     -------------

    Total liabilities  (all current)                                      162,309
                                                                     -------------

Commitments and contingencies (Notes 6 and 8)

Shareholders' equity (Notes 5 and 6):
  Preferred stock; $0.0001 par value; none issued and outstanding;
   5,000,000 shares authorized
  Common stock; $0.0001 par value; 200,000,000 shares authorized
     90,059,033 shares issued and outstanding                               9,006
  Additional paid-in capital                                           23,744,891
  Accumulated other comprehensive income                                  122,976
  Accumulated deficit                                                 (22,838,329)
                                                                     -------------
      Total shareholders' equity                                        1,038,544
                                                                     -------------

        Total liabilities and shareholders' equity                   $  1,200,853
                                                                     =============

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


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Operations
                 Three Months Ended September 30, 2004 and 2003
                                  (Unaudited)


                                            2004          2003
                                        -------------  -----------
<S>                                     <C>            <C>

Revenues                                $          -       25,051
                                        -------------  -----------

Operating expenses:
  General and administrative                 213,843      414,075
  Research and development                         -       46,655
  Selling and marketing                            -       24,180
                                        -------------  -----------
                                             213,843      484,910
                                        -------------  -----------

Loss from operations                    (    213,843)  (  459,859)
                                        -------------  -----------

Other income (expense):
  Other income                                10,186            -
  Interest income                              1,936        3,418
  Equity (losses) income of
   affiliates (Note 3)                   (     4,905)       3,794
  Interest expense                                 -   (      297)
                                        -------------  -----------
                                               7,217        6,915
                                        -------------  -----------

Loss from continuing operations             (206,626)  (  452,944)
                                        -------------  -----------

Discontinued operations; loss from
  operations of subsidiary (Note 2)                -   (    1,920)
                                        -------------  -----------

Net loss                                $ (  206,626)  (  454,864)
                                        =============  ===========

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

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

Weighted average number of common
  shares outstanding                      90,059,033   62,404,043
                                        =============  ===========
</TABLE>

*    Less than ($0.01) per share.

See notes to condensed consolidated financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Condensed Consolidated Statements of Comprehensive Loss
                 Three Months Ended September 30, 2004 and 2003
                                  (Unaudited)


                                              2004          2003
                                          ------------  ------------
<S>                                       <C>           <C>

Net loss                                  $(  206,626)  (   454,864)

Change in unrealized gain on
  securities                               (      246)  (       119)

Change in foreign currency
  translation adjustments                           -   (     1,810)
                                          ------------  ------------

Comprehensive loss                        $(  206,872)  (   456,793)
                                          ============  ============
</TABLE>


            See notes to condensed consolidated financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Condensed Consolidated Statement of Changes in Shareholders' Equity
                                     Three Months Ended September 30, 2004
                                                  (Unaudited)


                               Common stock       Additional  Accumulated 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


Net loss                           -           -           -                  -      (206,626)       (206,626)

Other comprehensive
  loss:
    Change in unrealized
      gain on securities           -           -           -               (246)            -            (246)
                          ----------  ----------  ----------  ------------------  ------------  --------------
Balances,
  September 30, 2004      90,059,033  $    9,006  23,744,891            122,976   (22,838,329)      1,038,544
                          ==========  ==========  ==========  ==================  ============  ==============
</TABLE>

            See notes to condensed consolidated financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Cash Flows
                 Three Months Ended September 30, 2004 and 2003
                                  (Unaudited)


                                                                 2004           2003
                                                             -------------  ------------
<S>                                                          <C>            <C>
Cash flows from operating activities:
 Net loss                                                    $ (  206,626)   (  454,864)
                                                             -------------  ------------
 Adjustments to reconcile net loss to net cash used
  in operating activities from continuing operations:
  Loss from discontinued operations                                     -         1,920
  Amortization expense                                                  -        38,616
  Depreciation expense                                              1,814        33,026
  Equity losses (income) of affiliates                              4,905    (    3,794)
  Changes in operating assets and liabilities:
   Decrease in accounts receivable                             (    4,617)        9,780
   Decrease in prepaid expense                                     41,779        85,891
   Increase in deposits and other assets                       (      246)   (      330)
   Increase in accounts payable and
     accrued liabilities                                           15,583        44,764
                                                             -------------  ------------
 Total adjustments                                                 59,218       209,873
                                                             -------------  ------------

    Net cash used in operating activities
      from continuing operations                               (  147,408)   (  244,991)
                                                             -------------  ------------

Cash flows from investing activities:
  Increase in patent and trademark applications                         -    (   35,480)
  Purchases of property and equipment                                   -    (    1,575)
                                                             -------------  ------------
    Net cash used in investing activities
      from continuing operations                                        -    (   37,055)
                                                             -------------  ------------

Cash flows from financing activities:
  Issuance of common stock and warrants for cash                        -       100,000
  Cash received in conjunction with joint venture                       -         5,000
  Proceeds from notes payable                                           -        65,000
  Payment of notes payable                                     (   23,282)            -
                                                             -------------  ------------
    Net cash (used in) provided by financing activities
      from continuing operations                               (   23,282)      170,000
                                                             -------------  ------------

Effect of exchange rate changes on cash
  and cash equivalents                                                  -         2,359
                                                             -------------  ------------

Net cash used in discontinued operations                                -   (     4,097)
                                                             -------------  ------------

Net decrease in cash and cash equivalents                     (   170,690)  (   113,784)

Cash and cash equivalents, beginning                            1,018,408       200,739
                                                             -------------  ------------

Cash and cash equivalents, ending                            $    847,718        86,955
                                                             =============  ============

Supplemental disclosure of non-cash investing and financing
  activities:
   Issuance of common stock in satisfaction of payable       $          -         3,635
                                                             =============  ============
            See notes to condensed consolidated financial statements.
</TABLE>


                                       F-6
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2004 and 2003
                                   (Unaudited)

1.   BUSINESS, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Presentation  of  Interim  Information:

The  accompanying  condensed  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
3).  Through June 30, 2004, the condensed consolidated financial statements also
included the wholly-owned foreign subsidiary, NanoPierce Card Technologies GmbH,
(NCT).  NCT  is  presented as discontinued operations; NCT was dissolved in June
2004.  All  significant  intercompany  accounts  and  transactions  have  been
eliminated  in  consolidation.

In  the  opinion  of  the  management of the Company, the accompanying unaudited
condensed  consolidated  financial  statements include all material adjustments,
including  all normal and recurring adjustments, considered necessary to present
fairly  the  financial  position  and  operating  results of the Company for the
periods  presented.  The  financial  statements  and  notes  are  presented  as
permitted by Form 10-QSB, and do not contain certain information included in the
Company's  last  Annual Report on Form 10-KSB for the fiscal year ended June 30,
2004.  It  is  the  Company's opinion that when the interim financial statements
are read in conjunction with the June 30, 2004 Annual Report on Form 10-KSB, the
disclosures  are  adequate  to  make  the  information presented not misleading.
Interim results are not necessarily indicative of results for a full year or any
future  period.

In  the  Company's  last  Annual Report on Form 10-KSB for the fiscal year ended
June  30,  2004,  the  Report  of Independent Public Accounting Firm includes an
explanatory  paragraph  that  describes  substantial  doubt  about the Company's
ability  to continue as a going concern.  The Company's financial statements for
the  three months ended September 30, 2004 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 $206,626 for the three months ended September 30, 2004,
and an accumulated deficit of $22,838,329 as of September 30, 2004.  The Company
has  not  recognized  any  revenue  from  its  business  operations.

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


                                      F-7
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2004 and 2003
                                   (Unaudited)

Management's Plans

To  address its liquidity needs, the Company is relying on cash received from an
equity  financing  agreement that occurred in January 2004, of which the Company
received approximately $1.8 million, net of offering costs, upon the issuance of
restricted  common  stock.  The  Company  intends  to use these funds to support
operations  and  for  possible  business  acquisitions.

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.

Recent Events:

On October 1, 2004, the Company signed a Letter Agreement (the "Agreement") with
Xact  Resources  International, Inc. ("Xact Resources").  The Agreement provides
for  the  development of a joint venture between the Company and Xact Resources.
The  purpose of the joint venture would be to produce, market and sell YBG-2000,
a  biotech yeast beta glucan product which has been developed by Xact Resources.
YBG-2000  is  a  natural  beta glucan immune system feed supplement refined from
bakers  yeast.  It is used to replace antibiotic fast growth additives which are
currently  used  by  producers  of  feeds  for the livestock, poultry and shrimp
industries.

Pursuant  to  the  Agreement,  the Company advanced $75,000 to Xact Resources on
October  1,  2004  as  temporary  financing.  In  return,  the  Company has been
provided the exclusive right for a 30-day period to raise $1,500,000 in order to
purchase  a  50%  ownership interest in the joint venture.  On November 3, 2004,
Xact Resources agreed to extend the 30-day period for an additional 60 days.  In
return for the extension, the Company agreed to advance an additional $75,000 to
Xact  Resources.  The  $150,000 is to be applied against the purchase of the 50%
ownership or is to be refunded to the Company, should the Company not be able to
raise  the  funds.

Business:

ET  LLC  business  activities  include  the  marketing  and sales of RFID (Radio
Frequency  Identification)  products  in  North  America.   EPT  (an  equity
investment; Note 3) business activities primarily consist 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, (an equity investment; Note 3) is primarily
involved  in  research  and  development  and  marketing  functions.


                                       F-8
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2004 and 2003
                                   (Unaudited)

International Operations:

EPT  operations  are  located  in  Germany.  Through  June  2004,  prior  to its
dissolution,  NCT  operations were located in Germany (Note 2). EPT transactions
are and, prior to its dissolution, NCT transactions were 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,  the Company is subject to risks including adverse developments in
the  foreign  political  and  economic  environments,  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.

Loss Per Share:

Statement  of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
requires dual presentation of basic and diluted earnings or loss per share (EPS)
with  a  reconciliation  of  the  basic  EPS  computation  to  the numerator and
denominator  of  the  diluted  EPS  computation.  Basic  EPS  excludes dilution.
Diluted  EPS  reflects  the potential dilution that could occur if securities or
other  contracts  to  issue common stock were exercised or converted into common
stock  or  resulted  in  the  issuance  of  common stock that then shared in the
earnings of the entity.  Loss per share of common stock is computed based on the
weighted  average  number of common shares outstanding during the period.  Stock
options and warrants are not considered in the calculation, as the impact of the
potential  common shares (77,381,877 shares at September 30, 2004 and 17,097,710
shares  at  September 30, 2003) would be to decrease loss per share.  Therefore,
diluted  loss  per  share  is  equivalent  to  basic  loss  per  share.

Stock-Based Compensation:

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

No options were granted to employees during the three months ended September 30,
2004  or  2003.


                                       F-9
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2004 and 2003
                                   (Unaudited)

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.

2.   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  conjunction  with  the  insolvency  filing, management made a
decision  in  April  2003,  to  discontinue  NCT  operations  and liquidate NCT,
pursuant to a plan of self-liquidation as provided by German law.  In June 2004,
NCT  completed  its  plan  of  self-liquidation,  and  the  German court legally
dissolved  NCT.

NCT's  revenues  for  the  three  months  ended  September  30, 2003 reported in
discontinued  operations  were  $692.  NCT  incurred  losses in the three months
ended  September  30,  2003  of $1,920.  NCT did not incur any taxes during this
period.

3.   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 September 30, 2004.  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  ($207,611  at  September  30,  2004) is adjusted to recognize the Company's
proportionate  share  of  EPT's  income  (loss)  each  period.


                                      F-10
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2004 and 2003

Unaudited  financial  information  of  EPT as of September 30, 2004, and for the
three  months  ended  September  30,  2004  is  as  follows:

<TABLE>
<CAPTION>
                                                    September 30,
                                                         2004
                                                 --------------------
<S>                                              <C>

         Assets:
              Current assets(1)                  $           158,424
              Equipment                                      274,659
                                                 --------------------

           Total assets                          $           433,083
                                                 ====================

         Liabilities and members' equity:
              Current liabilities(2)             $           168,786
              Members' equity                    $           264,297
                                                 --------------------

         Total liabilities and members' equity   $           433,083
                                                 ====================

                                                 Three months ended
                                                 September 30, 2004
                                                 --------------------

         Revenues                                $            84,425
         Expenses                                          (  76,352)
                                                 --------------------
         Net income                              $             8,073
                                                 ====================
</TABLE>

     (1)  Current assets include receivables in the amount of $9,562 due from
          the 51% owner of EPT.

     (2)  Current liabilities include a payable of $19,070 to the 51% owner of
          EPT.

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 an officer/director of the Company.  The name of the joint venture is Scimaxx
Solutions,  LLC  (Scimaxx  Solutions).  The  purpose  of the joint venture is 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  has  been  received  as  of September 30, 2004.  The terms of the joint
venture provide for the Company to share in 50% of joint venture net profits, if
any.  The  Company  is  to  share  in 50% of joint venture net losses beyond the
first $50,000.  The Company has a 49% voting interest in the joint venture.  The
Company  is  accounting  for  its  investment  in Scimaxx Solutions as an equity
method  investment.  At  September 30, 2004, the Company's investment in Scimaxx
Solutions  is  $91,450.


                                      F-11
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2004 and 2003

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

Assets:
   Current assets                                           $            10,332
   Equipment                                                             87,660
                                                            --------------------

 Total assets                                               $            97,992
                                                            ====================

Liabilities and members' equity:
   Current liabilities                                      $            56,405
   Members' equity                                                       41,587
                                                            --------------------

 Total liabilities and members' equity                      $            97,992
                                                            ====================


                                                              September 15, 2003
                                        Three Months Ended         through
                                        September 30, 2004    September 30,2003
                                        --------------------  ------------------

Revenues                                $             5,773                   -
Expenses                                           ( 74,943)           (  3,794)
                                        --------------------  ------------------

Net loss                                $          ( 69,170)           (  3,794)
                                        ====================  ==================


4.   NOTES PAYABLE:

Related Parties:

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 an additional $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  International  Corporation, 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.  In
January  2004,  the  Company paid the $135,000, plus accrued interest of $2,493.



                                      F-12
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2004 and 2003
                                   (Unaudited)

Other:

In  February  2004,  the  Company  converted  vendor payables of $92,100 into an
unsecured,  non-interest  bearing  note  payable  due  in  March  2005.  Through
September  30,  2004,  the  Company  has  repaid  $53,982 on this note, of which
$23,282  was  paid  during  the  three  months  ended  September  30,  2004.

5.   SHAREHOLDERS' EQUITY:

COMMON STOCK:

Current Year Transactions:

The  Company  did  not  issue any shares of common stock during the three months
ended  September  30,  2004.

Prior Year Transactions:

During  the  three  months  ended  September  30, 2003, the Company sold 769,231
shares of restricted common stock for cash of $100,000.  The Company also issued
200,000  shares  of restricted common stock in satisfaction of a $3,635 payable.

During  the  three  months ended September 30, 2003, warrants to purchase 70,000
shares  of  common  stock  at  an  exercise  price  of  $2.81 per share expired.

6.   COMMITMENTS AND CONTINGENCIES

LITIGATION:

Depository Trust Suit:

In  May  2004,  the Company filed suit against the Depository Trust and Clearing
Corporation,  the Depository Trust Company, and the National Securities Clearing
Corporation 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.


                                      F-13
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2004 and 2003
                                   (Unaudited)

By  permitting  shares  of the Company to be borrowed through the program, DTCC,
NSCC  and  DTC  allegedly  jointly  conspired  to  drive  down  the price of the
Company's  stock.  The  complaint  also  alleges that the operation of the Stock
Borrow  Program  allowed  the  manipulation  of  the  Company's stock by various
sellers  who  failed  to  deliver  shares  to  the  Company.

By  covering  open  fail  to  deliver positions with shares borrowed through the
Stock Borrow Program and delivering borrowed shares to the buyers, the complaint
contends that DTCC, NSCC and DTC artificially created unregistered, free trading
shares  of  the Company's common stock and increased the supply of the Company's
shares  in  the  market  place.  The Company is seeking damages in the amount of
$25,000,000  and  treble  damages.  Responsive  pleadings have been filed by the
defendants.

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, 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  4,500,225  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 this litigation and does not believe
the  outcome  of  this  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.


                                      F-14
<PAGE>

                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2004 and 2003
                                   (Unaudited)

7.   FOREIGN AND DOMESTIC OPERATIONS:

The  Company's revenues from continuing operations during the three-month period
ended  September  30,  2003  were  generated  solely  in Germany.  There were no
revenues  from  continuing  operations during three month period ended September
30,  2004.  There  was  no  significant  amount  of transfers between geographic
areas.  Long-lived  assets  at  September  30, 2004 with a net carrying value of
$21,285  were  located  solely  in  the  United  States.

8.   SUBSEQUENT EVENTS

Note Receivable:

On  November 5, 2004, the Company loaned $314,000 to an unrelated third party in
return  for  an unsecured, 7% promissory note, due December 30, 2004.  The funds
were  loaned in connection with the Company's efforts to secure the $1.5 Million
financing  for  the  purchase  of the 50% equity ownership interest in the joint
venture  with  Xact  Resources.

Common Stock:

In  October  2004,  warrants  to  purchase 1,000,000 shares of common stock were
exercised  for net cash proceeds of $94,000 (net of $6,000 of costs) in exchange
for  1,000,000  shares  of  common  stock.

In  November  2004,  warrants  to  purchase  200,000 shares of common stock were
exercised  for net cash proceeds of $18,800 (net of $1,200 of costs) in exchange
for  200,000  shares  of  common  stock.


                                      F-15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

     Certain  statements  contained in this Form 10-QSB contain "forward-looking
statements"  within  the meaning of the Private Securities Litigation Reform Act
of  1995  and involve risks and uncertainties that could cause actual results to
differ  materially  from  the  results,  financial  or  otherwise,  or  other
expectations  described in such forward-looking statements.  Any forward-looking
statement  or statements speak only as of the date on which such statements were
made,  and  the  Company  undertakes no obligation to update any forward-looking
statement  to  reflect  events  or  circumstances  after  the date on which such
statements  are  made  or  reflect  the  occurrence  of  unanticipated  events.
Therefore, forward-looking statements should not be relied upon as prediction of
actual  future  results.

     The  independent  auditors' report on the Company's financial statements as
of  June  30, 2004, and for each of the years in the two-year period then ended,
includes  a  "going  concern"  explanatory paragraph, that describes substantial
doubt  about  the Company's ability to continue as a going concern. Management's
plans in regard to the factors prompting the explanatory paragraph are discussed
below  and  also  in  Note  1  to  the  quarterly  Financial  Statements.

RESULTS OF OPERATIONS

     On  April 1, 2003, NCT filed insolvency with the Courts of Munich, Germany.
NCT  is  presented  as  discontinued  operations  in  the accompanying condensed
consolidated  financial  statements. The insolvency filing was made for purposes
of  complying  with  specific  German  legal  requirements.  In  June  2004, NCT
completed  a  plan  of  self-liquidation, and the German court legally dissolved
NCT.  As a result, NCT had no income during the three months ended September 30,
2004  compared  to  a loss of $1,920 during the three months ended September 30,
2003.

     The Company recognized $0 in revenues from continuing operations during the
three  months  ended September 30, 2004 compared to $25,051 for the three months
ended September 30, 2003.  The $25,051 in revenues during the three months ended
September  30, 2003 was generated from the sale of inlay components to customers
by  EPT.

     The  Company  recognized $10,186 of other income, as a payment of a license
fee  during  the  three  months ended September 30, 2004. The Company recognized
$1,936  in  interest  income  during  the  three months ended September 30, 2004
compared  to  $3,418  during  the  three  months  ended  September 30, 2003. The
decrease  of  $1,482 is due to the reduction in cash equivalents used to support
operations.

     Total operating expenses from continuing operations during the three months
ended September 30, 2004 were $213,843 compared to $484,910 for the three months
ended September 30, 2003.  The decrease of $271,067 is primarily attributable to
a  decrease  in  general  and  administrative  expenses,  as  described  below.

<TABLE>
<CAPTION>
                            Three Months Ended
                               September 30,
                            ------------------
Operating Expenses            2004      2003     Decrease
--------------------------  --------  --------  ----------
<S>                         <C>       <C>       <C>
General and administrative  $213,843  $414,075  $(200,232)
Research and development    $      0  $ 46,655  $( 46,655)
Sales and marketing         $      0  $ 24,180  $( 24,180)
</TABLE>


                                        1
<PAGE>
     The  decrease  of  $200,232 in general administrative expenses is primarily
attributable  to  a  $67,020  decrease in consulting fees, a $38,616 decrease in
amortization  expense  and  a $23,788 decrease in auditing fees.  Such decreases
include  the  decrease  in  research  and  development  expenses  and  sales and
marketing  expenses  which  were a result of the Company's abandonment of its PI
technology  in  the  fourth  quarter  ended  June  30,  2004.

     During  the three months ended September 30, 2004, the Company recognized a
net  loss of $206,626 compared to a net loss of $454,864 during the three months
ended September 30, 2003.  The decrease of $248,238 is primarily attributable to
the  decrease  of  $271,067  in operating expenses, as explained above, combined
with  a  decrease  of  $25,051  in  revenues.

LIQUIDITY AND FINANCIAL CONDITION

     During the three months ended September 30, 2004, the Company used $147,408
in operating activities from continuing operations and $23,282 was used to pay a
note  payable.  The  Company  had  $847,718  of  cash  and  cash  equivalents at
September 30, 2004, which is being used to support operations.  During the three
months  ended  September  30,  2003,  the  Company  used  $244,991  in operating
activities  from  continuing  operations  and  $37,055  was  used  in  investing
activities  from continuing operations.  During the three months ended September
30,  2003,  the  Company  was  provided  $170,000  by  financing activities from
continuing  operations.

     As  of September 30, 2004, if all existing outstanding warrants issued in a
January  2004  private placement were exercised, the Company will be required to
issue  an  additional  61,350,000  shares of common stock, and the Company, on a
fully  diluted basis (including the reservation of 11,919,120 shares as required
by  the  court  in  the  Financing Agreement Litigation), would have 179,360,030
shares  of  common  stock  issued  and  outstanding.

     As  of  September 30, 2004, if  the  warrants  issued  to  investors in the
private  placement  described  above  are  all  exercised,  the  Company  would
receive  approximately an  additional $12,525,000.  However, no assurance can be
given  that  any  of  these  warrants  will  be  exercised.  If the warrants are
exercised,  the  Company  has  decided  that  it  may  use  the additional funds
received  from  the  exercise of these warrants  to acquire a revenue generating
company  or to acquire technology complementary to the current technology of the
Company,  to  be  marketed  through  the  Company's  joint  venture  arrangement
with  Scimaxx  Solutions,  its  ownership  interest  in ExypnoTech and any other
licensing  agreements  or joint venture agreements that the Company may enter in
the  future.

     As  a result of the Company's limited revenues, lack of liquidity and going
concern  issues,  the  Company  has  revised  its  business  plan  to  focus  on
licensing its technology to, or entering into joint ventures with companies that
may  utilize the  technology  rather  than the development by the Company of its
own  products  utilizing  its  technology.


                                        2
<PAGE>
     The  Company  expects  to  utilize  the cash received  from  a January 2004
private placement to continue to pursue the development  and  marketing  of  its
technology  through  the  joint  venture arrangement  with Scimaxx Solutions and
its ownership interest in EPT and to  continue  to  develop  relationships  with
companies  which  it  enters  into  licensing  agreements  or  joint   venture
agreements  with.  At this time, the Company does not have any other operations.

     On October 1, 2004, the Company signed a Letter Agreement (the "Agreement")
with Xact Resources International, Inc. ("Xact Resources").  The Agreement is to
provide  for  the development of a joint venture between the Registrant and Xact
Resources.  The  purpose  of  the  joint venture would be to produce, market and
sell  YBG-2000,  a biotech yeast beta glucan product which has been developed by
Xact  Resources.   YBG-2000  is  a  natural  beta  glucan  immune  system  feed
supplement  refined  from  bakers  yeast.  It is used to replace antibiotic fast
growth  additives  which  are  currently  used  by  producers  of  feeds for the
livestock,  poultry  and  shrimp  industries.

     Pursuant  to  the Agreement, the Company advanced $75,000 to Xact Resources
on  October  1,  2004  as  temporary financing.  In return, the Company has been
provided the exclusive right for a 30-day period to raise $1,500,000 in order to
purchase  a  50%  ownership interest in the joint venture.  On November 3, 2004,
Xact Resources agreed to extend the 30-day period for an additional 60 days.  In
return  for the extension, the Company agreed loan an additional $75,000 to Xact
Resources.  Such  funds  are  to  be  applied  against  the  purchase of the 50%
ownership  or  are to be refunded to the Company, should the Company not be able
to  raise  the  funds.

     On  November  5,  2004,  the  Company loaned $314,000 to an unrelated third
party  in  return  for  an unsecured, 7% promissory note, due December 30, 2004.
The  funds  were  loaned  in connection with the Company's efforts to secure the
$1.5  Million financing for the purchase of the 50% equity ownership interest in
the  joint  venture  with  Xact  Resources.

     The  Company  continues  to  evaluate  additional  merger  and  acquisition
opportunities.


ITEM 3. CONTROLS AND PROCEDURES

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


                                        3
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 6.   EXHIBITS

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

          Exhibit 11     Computation of Net Loss Per Share

          Exhibit 31.1   Certification of Chief Executive Officer pursuant to
                         Section 302 of the Sarbanes-Oxley Act

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

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

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

     (b)  CURRENT  REPORTS  ON  FORM  8-K.  The  registrant  filed the following
          current  reports  on  Form  8-K during the quarter ended September 30,
          2004:

          -    Current Report on Form 8-K dated, October 1, 2004, filed with the
               Securities  and Exchange Commission on October 5, 2004 (Item 8.01
               Other  Events,  regarding  a  Letter  Agreement  to  form a joint
               venture.)


                                        4
<PAGE>
                                   SIGNATURES

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

                              NANOPIERCE TECHNOLOGIES, INC.

                              (REGISTRANT)

Date:  November 12, 2004               /s/ Paul H. Metzinger
                                       ----------------------
                                       Paul H. Metzinger,
                                       President & CEO


Date:  November 12, 2004               /s/ Kristi J. Kampmann
                                       -----------------------
                                       Kristi J. Kampmann,
                                       Chief Financial Officer


                                        5
<PAGE>