FORM 10-QSB


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549


(Mark One)

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

     For the quarterly period ended March 31, 2002

                                       OR

[ ]  TRANSITION REPORT UNDER 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 No.)

                       370 Seventeenth Street, Suite 3640
                             Denver, Colorado 80202
                    (Address of principal executive offices)

                    Issuer's telephone number: (303) 592-1010


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


     As of May 3, 2002 there were 57,627,002 shares of the registrant's sole
class of common stock outstanding.


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


<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      INDEX


PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements


                                                                      PAGE
                                                                      ----

     Independent Accountants' Report                                   F-2

     Condensed Consolidated Balance Sheet
          March 31, 2002                                               F-3

     Condensed Consolidated Statements of Operations -
          Three months and nine months ended
          March 31, 2002 and 2001                                      F-4

     Condensed Consolidated Statements of Comprehensive
          Loss - Three months and nine months ended
          March 31, 2002 and 2001                                      F-5

     Condensed Consolidated Statement of Changes in Stockholders'
          Equity - Nine months ended March 31, 2002                    F-6

     Condensed Consolidated Statements of Cash Flows -
          Nine months ended March 31, 2002 and 2001                    F-7

     Notes to Condensed Consolidated Financial Statements              F-8


Item 2.  Management's Discussion and Analysis                            1


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                              4

Item 2.   Changes in Securities                                          5

Item 6.   Exhibits and Reports on Form 8-K                               5


     SIGNATURES                                                          6


     LIST OF EXHIBITS                                                    7


                                        F-1

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



Board of Directors
Nanopierce Technologies, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of
Nanopierce Technologies, Inc. and subsidiaries as of March 31, 2002, the related
condensed consolidated statements of operations and comprehensive loss for the
three-month and nine-month periods ended March 31, 2002 and 2001, the condensed
consolidated statement of changes in stockholders' equity for the nine-month
period ended March 31, 2002, and the condensed consolidated statements of cash
flows for the nine-month periods ended March 31, 2002 and 2001. These condensed
consolidated financial statements are the responsibility of the Company's
management.

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

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


GELFOND HOCHSTADT PANGBURN, P.C.




Denver, Colorado
May 10, 2002


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheet
                                 March 31, 2002
                                   (Unaudited)

                                     ASSETS
<S>                                                         <C>
Current assets:
  Cash and cash equivalents                                 $  1,125,388
  Accounts receivable                                             47,092
  Note receivable                                                242,615
  Deferred legal costs and other prepaid expenses                155,111
                                                              ----------
    Total current assets                                       1,570,206
                                                              ----------

Property and equipment:
  Machinery                                                      384,506
  Office equipment and furniture                                 223,070
  Leasehold improvements                                         152,432
                                                              ----------
                                                                 760,008
  Less accumulated depreciation                              (   279,681)
                                                              ----------
                                                                 480,327
                                                              ----------

Other assets:
  Deposits and other                                             160,298
  Intellectual property rights, net of accumulated
    amortization of $409,315                                     590,685
  Patent applications, net of accumulated amortization
    of $17,959                                                   221,494
                                                              ----------
                                                                 972,477
                                                              ----------

                                                            $  3,023,010
                                                              ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                          $    179,920
  Accrued liabilities                                             40,872
  Deferred revenue                                                23,713
                                                              ----------
    Total liabilities - all current                              244,505
                                                              ----------


Commitments and contingencies

Stockholders' equity:
  Preferred stock, $0.0001 par value; 5,000,000
    shares authorized:
    Series A; no shares issued and outstanding
    Series B; maximum of 75,000 shares issuable; no
      shares issued and outstanding
    Series C; maximum of 700,000 shares issuable; no
      shares issued and outstanding
  Common stock, $0.0001 par value; 200,000,000 shares
    authorized; 55,754,002 shares issued and outstanding           5,575
  Additional paid-in capital                                  18,583,936
  Accumulated other comprehensive income                          33,766
  Accumulated deficit                                        (15,844,772)
                                                              ----------
               Total shareholders' equity                      2,778,505
                                                              ----------

                                                            $  3,023,010
                                                              ==========


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

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                     NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                    Condensed Consolidated Statements of Operations
                  Three and Nine Months Ended March 31, 2002 and 2001
                                      (Unaudited)


                                        Three Months Ended         Nine Months Ended
                                            March 31                   March 31
                                    -------------------------  ------------------------
                                        2002         2001         2002         2001
                                    ------------  -----------  -----------  -----------
<S>                                 <C>           <C>          <C>          <C>
Revenues                            $    31,870       14,848       92,033       94,277
                                    ------------  -----------  -----------  -----------

Research and development expense         63,884       79,743      266,232      167,407
General and administrative expense    1,097,037      732,366    3,333,047    2,051,581
Selling and marketing expense            65,157            -      105,299            -
                                    ------------  -----------  -----------  -----------

                                      1,226,078      812,109    3,704,578    2,218,988
                                    ------------  -----------  -----------  -----------

Loss from operations                 (1,194,208)  (  797,261)  (3,612,545)  (2,124,711)
                                    ------------  -----------  -----------  -----------

Other income (expenses):
  Interest income                        17,320       54,320       94,536      142,930
  Interest expense:
    Related party                             -            -            -       (2,087)
    Other                                     -            -            -      (30,449)
                                    ------------  -----------  -----------  -----------
                                         17,320       54,320       94,536      110,394
                                    ------------  -----------  -----------  -----------

Loss before extraordinary item       (1,176,888)  (  742,941)  (3,518,009)  (2,014,317)

Extraordinary loss on
 extinguishment of debt                       -            -            -     (551,811)
                                    ------------  -----------  -----------  -----------

Net loss                            $(1,176,888)  (  742,941)  (3,518,009)  (2,566,128)
                                    ============  ===========  ===========  ===========

Net loss per share, basic
  and diluted:
    Loss from continuing
     operations                     $      (.02)        (.01)        (.06)        (.05)
    Extraordinary loss                        -            -            -         (.01)
                                    ------------  -----------  -----------  -----------
     Net loss                       $      (.02)        (.01)        (.06)        (.06)
                                    ============  ===========  ===========  ===========

Weighted average number
 of common shares outstanding        55,748,652   50,932,506   55,723,095   44,473,600
                                    ============  ===========  ===========  ===========
</TABLE>


          See notes to the condensed consolidated financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
             Condensed Consolidated Statements of Comprehensive Loss
               Three and Nine Months Ended March 31, 2002 and 2001
                                   (Unaudited)


                                Three Months Ended         Nine Months Ended
                                      March 31                 March 31
                             ------------------------  ------------------------
                                 2002         2001        2002         2001
                             ------------  ----------  -----------  -----------
<S>                          <C>           <C>         <C>          <C>

Net loss                     $(1,176,888)   (742,941)  (3,518,009)  (2,566,128)

Change in unrealized
  gain on securities                 331          47          177       (1,231)

Changes in foreign currency
  translation adjustments        (16,475)    (15,580)      27,324       15,937
                             ------------  ----------  -----------  -----------

Comprehensive loss           $(1,193,032)   (758,474)  (3,490,508)  (2,551,422)
                             ============  ==========  ===========  ===========


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

                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                        NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
             Condensed Consolidated Statement of Changes in Stockholders' Equity
                              Nine Months Ended March 31, 2002
                                         (Unaudited)

                                                                Accumulated other                   Total
                           Common stock       Additional         comprehensive     Accumulated   stockholders'
                          Shares    Amount  paid-in capital         income           deficit        equity
                        ----------  ------  ---------------  --------------------  ------------  -------------
<S>                     <C>         <C>     <C>              <C>                   <C>           <C>
Balances,
  July 1, 2001          55,701,398  $5,570      18,451,781                  6,265  (12,326,763)     6,136,853

Common stock issued
  for services              36,000       4          27,356                      -            -         27,360

Common stock issued
  upon exercise of
  stock options             16,604       1              (1)                     -            -              -

Warrants issued
  for services                   -       -         104,800                      -            -        104,800

Net loss                         -       -               -                      -   (3,518,009)    (3,518,009)

Other comprehensive
  income:
    Change in unrealized
      gain on securities         -       -               -                    177            -            177
    Foreign currency
      translation
      adjustments                -       -               -                 27,324            -         27,324
                        ----------  ------  ---------------  --------------------  ------------  -------------

Balances,
  March 31, 2002        55,754,002  $5,575      18,583,936                 33,766  (15,844,772)     2,778,505
                        ==========  ======  ===============  ====================  ============  =============

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

                                       F-6

<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                    Nine Months Ended March 31, 2002 and 2001
                                   (Unaudited)

                                                                  2002           2001
                                                            -------------  -------------
<S>                                                         <C>            <C>
Cash flows from operating activities:
  Net loss                                                  $ (3,518,009)    (2,566,128)
                                                            -------------  -------------
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Amortization expense                                        92,959         75,000
      Depreciation expense                                       171,209         57,327
      Amortization of discount on debentures                           -          5,257
      Amortization of deferred legal costs                       750,000              -
      Expenses incurred in exchange for common
        stock, warrants and options                              132,160        138,766
      Extraordinary loss in redemption of
        convertible debentures                                         -        551,811
    Changes in operating assets and liabilities:
      Increase in accounts receivable                         (    4,665)    (   32,720)
      Increase in prepaid expenses                            (   41,664)    (   53,567)
      (Increase) decrease in deposits and other assets        (  106,398)         7,223
      Increase (decrease) in accounts payable and
        accrued liabilities                                       48,509     (   61,715)
      Increase (decrease) in deferred revenue                     24,181     (   16,822)
                                                            -------------  -------------
  Total adjustments                                            1,066,291        670,560
                                                            -------------  -------------

Net cash used in operating activities                         (2,451,718)    (1,895,568)
                                                            -------------  -------------

Cash flows from investing activities:
  Increase in patent applications                             (  156,143)    (   60,303)
  Increase in note receivable                                 (   35,000)    (  570,000)
  Purchase of property and equipment                          (  204,909)    (  158,124)
  Payments received on notes receivable                          559,885              -
                                                            -------------  -------------

Net cash provided by (used in) investing activities              163,833     (  788,427)
                                                            -------------  -------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                               -      6,992,011
  Redemption of convertible debentures                                 -     (2,312,500)
  Payment on note payable - related party                              -     (   66,837)
                                                            -------------  -------------

Net cash provided by financing activities                              -      4,612,674
                                                            -------------  -------------

Effect of exchange rate changes on cash and cash equivalents      28,737     (    3,620)
                                                            -------------  -------------

Net increase (decrease) in cash and cash equivalents          (2,259,148)     1,925,059

Cash and cash equivalents, beginning                           3,384,536      2,466,293
                                                            -------------  -------------

Cash and cash equivalents, ending                           $  1,125,388      4,391,352
                                                            =============  =============


Supplemental disclosure of cash flow information:
  Cash paid for interest                                    $      3,396         70,348
                                                            =============  =============

Supplemental schedule of non-cash investing and financing activities:

  Conversion of debentures and accrued
    interest to common stock and warrant                    $          -      1,548,479
                                                            =============  =============


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


                                       F-7
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2002 and 2001
                                   (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 subsidiary, Nanopierce Connections Systems, Inc., a Nevada
Corporation (NCOS) which was incorporated in 2002, and its wholly owned foreign
subsidiaries, Nanopierce Card Technologies GmbH, Hohenbrunn (NCT) and
ExypnoTech, Gmbh (EPT), both German subsidiaries, which were incorporated in
2000 and 2002, respectively.  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 recurring adjustments, considered necessary to present
fairly the financial position and operating results 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, 2001. It is the
Company's opinion that, when the interim statements are read in conjunction with
the June 30, 2001 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.

The Company reported a net loss of $3,518,009 for the nine months ended March
31, 2002 and an accumulated deficit of $15,844,772 as of March 31, 2002.  The
Company has not recognized any significant revenues from its PI technology and
expects to incur continued cash outflows.  The Company has also experienced
difficulty and uncertainty in meeting its liquidity needs in prior years.  The
Company believes that it has adequate funds to support operations for the
current fiscal year ending June 30, 2002.  The Company also believes sales of
its products and technology license rights may provide additional funds to meet
the Company's capital requirements.

To address its on-going and long-term cash needs, the Company is continuing
discussions with investment bankers and financial institutions attempting to
raise funds to support current and future operations. This includes attempting
to raise additional working capital through the sale of additional capital stock
or through the issuance of debt (Note 3). 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.

Business:

The Company is engaged in the design, development and licensing of products
using its intellectual property, the PI Technology.  The PI Technology consists
of patents, pending patent applications, patent applications in preparation,
trade secrets, trade names, and trademarks.  The PI Technology improves
electrical, thermal and mechanical characteristics of electronic products.  The
Company has designated and is commercializing its PI Technology as the
Nanopierce Connection System (NCS) and markets the PI Technology to companies in
various industries for a wide range of applications.

NCOS business activities is to include the licensing, selling and or
manufacturing of certain electronic products using the NCS technology. NCT
activities through March 31, 2002 consist primarily of providing software
development and implementation services, and performing administrative, research
and development, and selling and marketing activities. EPT proposes to engage in
the manufacturing of Smart Inlays.


                                       F-8
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2002 and 2001
                                   (Unaudited)


Business Risk:

The Company is subject to risks and uncertainties common to technology-based
companies, including rapid technological change, dependence on principle
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 subsidiaries (NCT and EPT) operations are located in
Germany.  NCT and EPT 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, 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.

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 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 period.  Stock options, warrants, and convertible
preferred stock are not considered in the calculation, as the impact of the
potential common shares (9,987,661 shares at March 31, 2002 and 8,727,661 shares
at March 31, 2001) would be to decrease loss per share.  Therefore, diluted loss
per share is equivalent to basic loss per share.

Recently issued accounting pronouncement:

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which addresses accounting and financial
reporting for the impairment or disposal of long-lived assets. This statement is
effective for fiscal years beginning after December 15, 2001. The Company is
currently assessing the impact, if any, that SFAS No. 144 may have on its
financial condition and results of operations.

2.    Notes receivable:

Related Party:

At June 30, 2001, the Company had an unsecured, 5.75% note receivable from
Intercell International Corporation ("Intercell", a 16% shareholder of the
Company) of $92,500, due on demand.  During the three months ended September 30,
2001, the Company advanced an additional $35,000 to Intercell under this note
receivable.  The note was paid during the three months ended March 31, 2002.

Other:

During the year ended June 30, 2001, the Company loaned $500,000 to an unrelated
third party - Global Capital Partners, Inc. ("Global") in exchange for a 12%
note receivable due in November 2001.  At June 30, 2001, the note balance was
$375,000, of which an


                                       F-9
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2002 and 2001
                                   (Unaudited)


additional $100,000 was received in August 2001. The note was not paid in
November 2001; and therefore, in January 2002, the Company agreed to the
assignment of the note ($275,000), and related accrued interest ($14,630), by
Global, to a third party. This third party is an investment group involved in
assisting the Company with its financing efforts. The terms of the note were
changed at the date of assignment, whereby the note now bears interest at 5% per
annum and is unsecured, and is due in October 2002. A $32,385 principal payment,
along with accrued interest of $17,205, was received in January 2002.

At June 30, 2001, the Company also had a $300,000 loan receivable from another
third party, which was unsecured and non-interest bearing.  This loan was repaid
to the Company in September 2001.

3.    Common Stock, Convertible Debentures, Stock Options and Warrants:

In March 2002, the Company increased its authorized common shares from
100,000,000 to 200,000,000. In January 2002, options on 25,000 shares were
exercised (cashless exercise election) in exchange for 16,604 shares of common
stock and in November 2001, the Company issued 36,000 shares of common stock to
third parties in exchange for services valued at $27,360 based on the quoted
market price of the Company's common stock on the date the services were
performed. During the nine months ended March 31, 2001, the Company issued
1,194,616 shares of common stock in exchange for $1,431,633 of convertible
debentures and $48,296 of accrued interest on the convertible debentures. The
remaining $1,850,000 of convertible debentures (having a carrying value of
$1,829,239, net of unamortized discount) and accrued interest of $59,878 were
redeemed, at a 25% premium, for cash of $2,372,378, and in exchange for an
additional warrant to purchase up to 50,000 shares of the Company's common stock
at an exercise price of $2.17 per share (the market value of the Company's
common stock at the date of grant). The warrant was valued at $68,550 using the
Black-Scholes pricing model. The value of the warrant and premium on redemption
of the convertible debentures resulted in a loss on extinguishment of debt of
$551,811 (accounted for as an extraordinary loss in accordance with SFAS No. 4).
The Company also issued 36,000 shares of common stock to third parties during
the nine months ended March 31, 2001 in exchange for services valued at $82,116
based on the quoted market price of the Company's common stock on the date the
services were performed.

On March 29, 2002, the Company entered into a financing agreement in the amount
of $2,000,000 which consists of two tranches of $1,000,000 each.  Pursuant to
the terms of the financing agreement, the Company is required, for the first
tranch, to issue 800,000 units at $1.25 per unit.  The closing bid price of the
Company's common stock on March 28, 2002 was $1.54.  Each unit consists of one
share of common stock of the Company and a warrant to purchase 1.1 share on
common stock of the Company at $1.45 per common share.  The warrants have a term
of 5 years and the exercise of the warrants could be cashless under certain
circumstances.  The Company also agreed to pay a document preparation fee of
25,000 warrants to purchase 25,000 shares of common stock of the Company at
$1.45 per share for each tranch and to pay the sales agent $100,000 and warrants
to purchase 10% of the number of common shares to be issued under the units for
each tranch.  These warrants also have a term of 5 years, the exercise price is
$1.45 per share, and the exercise of the warrants could be cashless under
certain circumstances.  In April 2002, the Company received $1,000,000 under the
financing agreement.  The Company issued 800,000 common shares and issued an
additional 1,073,000 common shares to be held by an escrow agent for the
potential shares to be issued pursuant to the warrants.  The Company also paid
the sales agent fee of $100,000.  The number of second tranch units shall be
established by the parties between the 30th and the 60th day following the first
tranch closing date.

During the nine months ended March 31, 2002, the Company granted stock options
to purchase 710,000 shares of common stock at exercise prices of $0.66 to $1.27
per share to employees and a director of the Company.  During the nine months
ended March 31,


                                      F-10
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2002 and 2001
                                   (Unaudited)


2001, the Company granted stock options to purchase 1,970,000 shares of common
stock at exercise prices of $1.625 to $2.375 per share to employees and
directors of the Company.  The exercise prices of the options granted in 2002
and 2001 were based upon the quoted market prices of the Company's common stock
on the dates of grant.  The stock options expire in the years 2010 and 2012.

In September 2000, the Company issued a stock option to purchase 50,000 shares
of common stock at $3.00 per share for services received from a third party.
The stock option expires on December 31, 2002.  The option was valued at $56,650
using the Black-Scholes pricing model, and that expense was charged to general
and administrative expense.

In January 2002, the Company issued warrants to purchase 200,000 shares of
common stock at $1.25 per share for services received from a third party.  The
warrants expire in January 2007.  The warrants were valued at $104,800 using the
Black-Scholes pricing model, and that expense was charged to general and
administrative expense.

During the nine months ended March 31, 2002, warrants to purchase 50,000 shares
of common stock expired.

4.    License Agreements:

The Company has license agreements with third parties, which allow the third
parties to utilize defined aspects of the intellectual property rights in return
for royalty fees.  All but two license agreements are idle.  Royalties and
maintenance payments from the two license agreements have been held in an escrow
account, outside of the Company's control, pending the resolution of certain
legal issues.  Because of the pending legal issues, the Company has not recorded
any receivables or revenues associated with the accrued royalty payments on
licenses.  The Company and Louis DiFrancesco, the inventor of the PI Technology
are involved in litigation relating to the Company's ownership of its
intellectual property and the rights as to who should receive royalty payments
from licenses, which were outstanding as of September 3, 1996.

On November 30, 1999, the Company obtained a Court Order of Declaratory Judgment
that it has incontestable and exclusive ownership of all patents, patent
applications, licenses, trade names, trademarks, trade secrets and other
intellectual properties relating to the PI Technology. Mr. DiFrancesco filed an
Appeal on March 28, 2000 with the Colorado Court of Appeals regarding the
Declaratory Judgment. On December 6, 2001 the Colorado Court of Appeals rendered
an opinion of Judgment Reversed and Case Remanded with Directions. The Colorado
Court of Appeals found that there was not a settlement agreement and has ordered
the case continue to be heard by the District Court, City and County of Denver.
The Company believes that the resolution of this litigation will not have a
material adverse impact on either results of operations, financial position, or
cash flows.

5.    Financing Agreement Suit:

In connection with a financing obtained in October 2000, the Company filed
various actions in both the United States District Court for the District of
Colorado and in the District Court in and for the City and County of Denver,
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. The Company is seeking various
forms of relief including actual exemplary and treble damages. As a result of
various procedural rulings in January 2002, the United States District Court
transferred all cases pending before it to the United States District Court for
the southern District of New York, New York City, New York.


                                      F-11
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2002 and 2001
                                   (Unaudited)



On May 7, 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 has breached the October 20, 2000 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.  On August 1, 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.

In September 2001, a suit was filed by Thomson Kernaghan & Co., Ltd. against the
Company and certain officers/directors of the Company seeking general damages
for defamation and punitive, aggravated and exemplary damages that aggregate in
excess of $3,000,000.

The Company intends to vigorously defend against these claims and does not
believe the outcome of these claims 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.


6.    Foreign and Domestic Operations:

Operating results and long-lived assets as of and for the periods ended March
31, 2002 and 2001, by geographic area, are presented in the table below.  There
were no significant amounts of transfers between geographic areas.

<TABLE>
<CAPTION>
                        Three Months Ended     Nine Months Ended
                             March 31             March 31
                      ----------------------  -------------------
                         2002        2001       2002      2001
                      ----------  ----------  --------  ---------
<S>                   <C>         <C>        <C>       <C>

Revenues:
  United States       $    3,310           -     3,310          -
  Germany                 28,560      14,848    88,723     94,277
                      ----------  ----------  --------  ---------

  Total               $   31,870      14,848    92,033     94,277
                      ==========  ==========  ========  =========

Long-lived assets at
  March 31, 2002:
  United States                   $1,306,451
  Germany                            145,701
                                  ----------

  Total                           $1,452,152
                                  ==========
</TABLE>


                                      F-12
<PAGE>
Item 2 - Management's Discussion and Analysis


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


Results of operations

     The Company recognized revenues of $92,033 for the nine months ended March
31, 2002 ($31,870 for the three months ended March 2002) compared to $94,277 for
the nine months ended March 31, 2001 ($14,848 for the three months ended March
31, 2001).  The revenues were primarily from work on various contracts to
provide consulting services and software development assistance to third parties
by the Company's German subsidiary, Nanopierce Card Technologies, GmbH ("NCT").

     Research and development expense was $266,232 for the nine months ended
March 31, 2002 compared to $167,407 for the nine months ended March 31, 2001.
Research and development expense decreased from $79,743 for the three months
ended March 31, 2001 to $63,884 for the three months ended March 31, 2002.  The
increase for the nine months ended March 31, 2002 is primarily attributable to
additional salaries and expansion of research activities for the Company's
technology.  The decrease for the three months ended March 31, 2002 is primarily
attributable to the increased emphasis on selling and marketing which were
$105,299 and $65,157 for nine months and three months ended March 31, 2002,
respectively.  There were no significant selling and marketing expenses in the
prior year periods.

     General and administrative expenses increased to $3,333,047 for the nine
months ended March 31, 2002, from $2,051,581 for the nine months ended March 31,
2001, and increased to $1,097,037 for the three months ended March 31, 2002 from
$732,366 for the three months ended March 31, 2001. The increases are
attributable to increases in salaries, depreciation and general expenses
resulting from the increased activities and expansion of the Company's
subsidiaries. Further, legal expenses were significantly higher due to amortized
legal fees of $750,000 for the nine months ended March 31, 2002 ($250,000 for
the three months ended March 31, 2002) in connection with litigation research
for the Harvest Court Litigation.

     Interest income decreased due to the decrease in the amount of cash
invested in interest bearing accounts and lower interest rates.

     Interest expense decreased due to the payment of the Company's long-term
debt during the fiscal year ended June 30, 2001.

     The Company recorded an extraordinary loss of $551,811 during the nine
months ended March 31, 2001 as a result of the Company's redemption of its
convertible debt.

     The Company incurred a net loss of $3,518,009 for the nine months ended
March 31, 2002 compared to a net loss of $2,566,128 for the nine months ended
March 31, 2001.  The increase in the net loss is primarily due to the increase
in activity described in general and administrative expenses, research and
development expenses, and selling and marketing.


                                        1
<PAGE>
Liquidity and financial condition


     The Company's current operations are not generating positive cash flow. The
Company reported a net loss of $3,518,009 for the nine months ended March 31,
2002 and an accumulated deficit of $15,844,772 as of March 31, 2002. The Company
has not recognized any significant revenues from its PI technology and expects
to incur continued cash outflows. The Company has also experienced difficulty
and uncertainty in meeting its liquidity needs in prior years. As a result of
funds received from equity financing completed during the fiscal year ended June
30, 2001 and $1,000,000 of equity financing completed subsequent to March 31,
2002, the Company believes that it has adequate funds to support operations for
the current fiscal year ending June 30, 2002.

     To address its on-going and long-term cash needs, the Company is in
discussions with investment bankers and financial institutions attempting to
raise funds to support current and future operations.  This includes attempting
to raise additional working capital through the sale of additional capital stock
or through the issuance of debt.  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.  The Company also believes sales of it products and technology
license rights may provide additional funds to meet the Company's capital
requirements.


Recently issued accounting pronouncement


     In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets, which addresses accounting and financial
reporting for the impairment or disposal of long-lived assets.  This statement
is effective for fiscal years beginning after December 15, 2001.  The Company is
currently assessing the impact, if any, that SFAS No. 144 may have on its
financial condition and 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, 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 of fixed assets,
amortization 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.

     We believe 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 applications and other
          long-lived assets;
     -    international operations;
     -    revenue recognition and deferred revenue; and
     -    litigation.


                                        2
<PAGE>
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.

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

     The Company assesses the impairment of long-lived assets and intangible
assets such as intellectual property and patent 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.  Through March 31,
2002, management assessed the carrying value of intellectual and other
long-lived assets for impairment when circumstances warranted such a review.
The Company does not believe that any impairment has occurred as of March 31,
2002.

International operations

     The Company's two foreign subsidiaries (NCT and EPT) operations are located
in Germany.  NCT and EPT 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, 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.  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 of operations.  Revenue results
are difficult to predict, and any shortfall in revenue or delay in recognizing
revenue could cause operating results to vary significantly.

     The Company derives most of its revenue through its German subsidiary, NCT,
which performed various software development and implementation services for
third parties.  These services are substantially unrelated to the development
and marketing of the PI Technology.  Revenues from these services are generally
recorded at the time of delivery to the customer and when no significant
obligations remain related to implementation.  Revenues are deferred if
significant future obligations are to be fulfilled or if collection is not
probable.

Litigation

     The Company is involved in certain legal proceedings, as described in Notes
4 and 5 to the consolidated financial statements included in this report.  The
legal fees involved with these legal proceedings will continue to be material.

     The  Company intends to vigorously defend against these claims and does not
believe  the  outcome of these claims 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.


                                        3
<PAGE>
                           PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

License Agreements

     The Company and Louis DiFrancesco, the inventor of the PI Technology are
     involved in litigation relating to the Company's ownership of its
     intellectual property and the rights as to who should receive royalty
     payments from licenses, which were outstanding as of September 3, 1996. On
     November 30, 1999, the Company obtained a Court Order of Declaratory
     Judgment that it has incontestable and exclusive ownership of all patents,
     patent applications, licenses, trade names, trademarks, trade secrets and
     other intellectual properties relating to the PI Technology. Mr.
     DiFrancesco filed an Appeal on March 28, 2000 with the Colorado Court of
     Appeals regarding the Declaratory Judgment. On December 6, 2001 the
     Colorado Court of Appeals rendered an opinion of Judgment Reversed and Case
     Remanded with Directions. The Colorado Court of Appeals found that there
     was not a settlement agreement and has ordered the case continue to be
     heard by the District Court, City and County of Denver. The Company
     believes that the resolution of this litigation will not have a material
     adverse impact on either results of operations, financial position, or cash
     flows.

Financing Agreement

     In connection with a financing obtained in October 2000, the Company filed
     various actions in both the United States District Court for the District
     of Colorado and in the District Court in and for the City and County of
     Denver, Colorado against, among others, Harvest Court, 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. The Company is
     seeking various forms of relief including actual exemplary and treble
     damages. As a result of various procedural rulings in January 2002, the
     United States District Court transferred all cases pending before it to the
     United States District Court for the southern District of New York, New
     York City, New York.

     On May 7, 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 has breached the October 20, 2000 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 is seeking the
     delivery of such shares or damages in the alternative. On August 1, 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.

     In September 2001, a suit was filed by Thomson Kernaghan & Co., Ltd.
     against the Company and certain officers/directors of the Company seeking
     general damages for defamation and punitive, aggravated and exemplary
     damages that aggregate in excess of $3,000,000.

     The Company intends to vigorously defend against these claims and does not
     believe the outcome of these claims 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.


                                        4
<PAGE>
Item 2 - Changes in Securities


     The Company made the following unregistered sales of its securities from
October 1, 2001 to March 31, 2002.


<TABLE>
<CAPTION>
  Date    Title of        Amount of
of Sale   Securities      Securities   Consideration       Purchaser
--------  --------------  ----------  ---------------  -----------------
<C>       <S>             <C>         <C>              <C>
11/14/01    Common Stock      36,000  Public relation  James Stock
                                      services

01/07/02    Warrants           5,000  Services         James Creamer

01/07/02    Warrants           7,500  Services         Steven R. Hinkle

01/07/02    Warrants          60,000  Services         HKL FIN, LLC

01/07/02    Warrants          12,500  Services         Keith Koch

01/07/02    Warrants          12,500  Services         David Lavigne

01/07/02    Warrants          12,500  Services         Joe Lavigne

01/07/02    Warrants          84,000  Services         J.D. Mayotte

01/07/02    Warrants           6,000  Services         S.R. Hinkle, Inc.
</TABLE>


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

     (a)  Exhibits:

     Exhibit 11  Computation of Net Loss Per Share

     (b)  Reports on Form 8K:

          *    January 15, 2002 - Report Form 8K regarding the transfer of
               assets to the Company's wholly owned subsidiary, NCOS.

          *    March  25, 2002 - Report Form 8K regarding the Company's increase
               in  authorized  capital.


                                        5
<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)


May 13, 2002                     /s/ Paul H. Metzinger
                                 ---------------------
                                     Paul H. Metzinger, President & CEO


May 13, 2002                     /s/ Kristi J. Kampmann
                                 ----------------------
                                     Kristi J. Kampmann, Chief Financial Officer


                                        6
<PAGE>

                                LIST OF EXHIBITS


Exhibit 11     Computation of Net Loss Per Share






                                        7
<PAGE>