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

                                  FORM 10-QSB

(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, 2005

                                       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(a) 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
               ---     ---

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the Exchange Act).                Yes      No  X
                                                       ---     ----

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:

  As of November 18, 2005 there were 135,309,033 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

<S>                                                                                <C>
Item 1.  Financial Statements (Unaudited)                                          Page
                                                                                   ----

         Report of Independent Registered Public Accounting Firm                   F-1

         Condensed Consolidated Balance Sheet -September 30, 2005                  F-2

         Condensed Consolidated Statements of Operations  -
                 Three months ended September 30, 2005 and 2004                    F-3

         Condensed Consolidated Statements of Comprehensive
                 Loss - Three months ended September 30, 2005 and 2004             F-4

         Condensed Consolidated Statement of Changes in Shareholders'
                 Equity -Three months ended September 30, 2005                     F-5

         Condensed Consolidated Statements of Cash Flows -
                 Three months ended September 30, 2005 and 2004                    F-6

         Notes to Condensed Consolidated Financial Statements                      F-8

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               3

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                                                                  6
</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, 2005, the
related  condensed consolidated statements of operations, comprehensive loss and
cash  flows  for  the three-month periods ended September 30, 2005 and 2004, and
the  condensed consolidated statement of changes in shareholders' equity for the
three-month  period  ended  September  30,  2005.  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  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 interim condensed consolidated financial statements
for  them  to  be in conformity with accounting principles generally accepted in
the  United  States  of  America.



/s/ GHP HORWATH, P.C.

Denver, Colorado
November 18, 2005


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       Condensed Consolidated Balance Sheet
                                September 30, 2005
                                    (Unaudited)


                                      Assets
                                      ------
<S>                                                                  <C>
Current assets:
  Cash and cash equivalents                                          $     19,390
  Interest receivable                                                       7,395
  Notes receivable, net (Note 2)                                          275,442
  Prepaid expenses                                                         68,141
                                                                     -------------
    Total current assets                                                  370,368
                                                                     -------------

Property and equipment:
  Office equipment and furniture                                           66,357
  Less accumulated depreciation                                           (51,940)
                                                                     -------------
                                                                           14,417
                                                                     -------------

Other assets:
  Deposits and other                                                       19,285
  Investments in affiliates (Note 3)                                    1,399,735
                                                                     -------------
                                                                        1,419,020
                                                                     -------------

       Total assets                                                  $  1,803,805
                                                                     =============


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

Current liabilities:
  Accounts payable                                                   $    175,538
  Accrued liabilities                                                      10,427
  Other liability (Note 5)                                                 90,000
                                                                     -------------
    Total liabilities  (all current)                                      275,965
                                                                     -------------

Commitments and contingencies (Notes 4 and 6)

Shareholders' equity (Note 5):
  Preferred stock; $0.0001 par value; 5,000,000 shares authorized;
     none issued and outstanding
  Common stock; $0.0001 par value; 200,000,000 shares authorized;
     133,059,033 shares issued and outstanding                             13,306
  Additional paid-in capital                                           25,708,173
  Accumulated other comprehensive income                                  122,829
  Accumulated deficit                                                 (24,316,468)
                                                                     -------------
      Total shareholders' equity                                        1,527,840
                                                                     -------------

        Total liabilities and shareholders' equity                   $  1,803,805
                                                                     =============
</TABLE>
See notes to condensed consolidated financial statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                  Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)

                                                       2005         2004
                                                  -------------  -----------
<S>                                               <C>            <C>
Revenues                                          $          -            -
                                                  -------------  -----------

General and administrative expense                    (224,429)    (213,843)
                                                  -------------  -----------

Loss from operations                                  (224,429)    (213,843)
                                                  -------------  -----------

Other income (expense):
  Other income                                          28,585       10,186
  Interest income                                        3,931        1,936
  Equity losses of affiliates (Note 3)                (259,908)      (4,905)
  Interest expense                                    (235,109)           -
  Interest expense, related party                         (219)           -
                                                  -------------  -----------
                                                      (462,720)       7,217
                                                  -------------  -----------

Net loss                                          $   (687,149)    (206,626)
                                                  =============  ===========


Net loss per share, basic and diluted             $          *            *
                                                  =============  ===========

Weighted average number of common
  shares outstanding                               115,531,859   90,059,033
                                                  =============  ===========
</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, 2005 and 2004
                                   (Unaudited)


                                                               2005       2004
                                                            ----------  ---------
<S>                                                         <C>         <C>
Net loss                                                    $(687,149)  (206,626)

Change in unrealized loss on
  securities                                                      (14)      (246)
                                                            ----------  ---------


Comprehensive loss                                          $(687,163)  (206,872)
                                                            ==========  =========
</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, 2005
                                                      (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, 2005      93,259,033  $     9,326     24,050,517            122,843     (23,629,319)        553,367

Common stock issued upon
  exercise of warrants
  (Note 5)                  30,700,000        3,070      1,531,930                  -               -       1,535,000

Common stock issued upon
  issuance of notes
  payable
  (Notes 4 and 5)            9,100,000          910        116,976                  -               -         117,886

Foregiveness of accrued
  payroll owed to
  officer/ shareholder               -            -          8,750                  -               -           8,750

Net loss                             -            -              -                  -        (687,149)       (687,149)

Other comprehensive
  loss:
    Change in unrealized
      gain on securities             -            -              -                (14)              -             (14)
                           -----------  -----------  -------------  ------------------  --------------  --------------
Balances,
  September 30, 2005       133,059,033  $    13,306     25,708,173            122,829     (24,316,468)      1,527,840
                           ===========  ===========  =============  ==================  ==============  ==============
</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, 2005 and 2004
                                     (Unaudited)

                                                                2005         2004
                                                             -----------  ----------
<S>                                                          <C>          <C>
Cash flows from operating activities:
 Net loss                                                    $ (687,149)   (206,626)
                                                             -----------  ----------
 Adjustments to reconcile net loss to net cash used
  in operating activities:
  Amortization expense                                           22,500           -
  Depreciation expense                                            1,425       1,814
  Equity losses of affiliates                                   259,908       4,905
  Amortization of discounts on notes payable                    213,760           -
  Changes in operating assets and liabilities:
   Increase in interest receivable                               (3,572)     (4,617)
   Decrease in prepaid expenses                                     665      41,779
   Increase in deposits and other assets                              -        (246)
  (Decrease) increase in accounts payable                       (39,353)     15,583
   Increase in accrued liabilities                                1,034           -
                                                             -----------  ----------
 Total adjustments                                              456,367      59,218
                                                             -----------  ----------

    Net cash used in operating activities                      (230,782)   (147,408)
                                                             -----------  ----------

Cash flows from investing activities:
  Investment in joint venture (Note 3)                         (500,000)          -
                                                             -----------  ----------
    Net cash used in investing activities                      (500,000)          -
                                                             -----------  ----------

Cash flows from financing activities:
  Exercise of warrants for cash                               1,535,000           -
  Payment of notes payable                                     (960,663)    (23,282)
  Proceeds from issuance of notes payable and common stock      150,000           -
                                                             -----------  ----------
    Net cash provided by(used in) financing activities          724,337     (23,282)
                                                             -----------  ----------

Net decrease in cash and cash equivalents                        (6,445)   (170,690)

Cash and cash equivalents, beginning                             25,835   1,018,408
                                                             -----------  ----------

Cash and cash equivalents, ending                            $   19,390     847,718
                                                             ===========  ==========
</TABLE>


                                  (Continued)

                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                     NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                    Condensed Consolidated Statements of Cash Flows
                     Three Months Ended September 30, 2005 and 2004
                                      (Unaudited)
                                       Continued

                                                                  2005         2004
                                                              ------------  -----------
<S>                                                           <C>           <C>
Supplemental disclosure of cash flow information:
  Cash paid for interest                                      $      1,069            -
                                                              ============  ===========
Supplemental disclosure of non-cash investing and financing
  activities:
   Issuance of common stock in connection with notes payable  $    117,886            -
                                                              ============  ===========
   Issuance of common stock in satisfaction of payable        $          -        3,635
                                                              ============  ===========
   Advances receivable applied to equity investment           $    405,000            -
                                                              ============  ===========
   Equity investment acquired in exchange for note payable    $    595,000            -
                                                              ============  ===========
   Foregiveness of accrued payroll
     owed to officer/shareholder                              $      8,750            -
                                                              ============  ===========
</TABLE>
See notes to condensed consolidated financial statements.


                                      F-7
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2005 and 2004
                                   (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), and ExypnoTech, LLC (ET LLC), a Colorado limited liability
company,  which  was  formed 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
Annual  Report on Form 10-KSB for the fiscal year ended June 30, 2005. It is the
Company's  opinion  that  when  the  interim  financial  statements  are read in
conjunction with the June 30, 2005 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.

Management's Plans:

In the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
2005,  the  Report of the Independent Registered 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  interim financial
statements for the three months ended September 30, 2005 have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
settlement  of liabilities and commitments in the normal course of business. The
Company reported a net loss of $687,149 for the three months ended September 30,
2005,  and  an  accumulated deficit of $24,316,468 as of September 30, 2005. The
Company has not recognized any revenues 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.

In August 2005, the Company was able to raise $1,535,000 through the exercise of
30,700,000  warrants with an exercise price of $0.05 per share. The Company used
$1,095,000 of the funds to complete its purchase of a 50% equity investment in a
joint  venture,  BioAgra,  LLC  ("BioAgra")(Note  3),  and  the  Company  used
approximately  $365,000  to  pay outstanding notes payable (Note 4). The Company
intends  to  use  the  remaining  $75,000  to  support  operations.


                                      F-8
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)

In  September  2005,  the Company executed a subscription agreement with Arizcan
Properties,  Ltd.  ("Arizcan")  to sell shares of the Company's preferred stock.
The  sole  director  of  Arizcan  is  related  to  a  board  member of Intercell
International  Corporation  ("Intercell"),  in  which  the Company has a nominal
interest.  The subscription agreement provides for the sale of 200,000 shares of
Class  A  8%  cumulative and participating preferred shares for $7.50 per share.
The  preferred shares are to be convertible into 60% of the Company's issued and
outstanding  post-split  shares (see below) of the Company's common stock on the
date  of conversion. The Company intends to use the funds to support operations.

Additionally,  within the next six to nine months, the Company intends to change
its corporate name and effect a reverse split of its common stock.

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.

Deferred Consulting Costs:

In  June  2005,  the  Company  entered  into  a twelve-month consulting services
agreement  with  a third party, in which this party agreed to provide public and
investor  relation  services  and general business services for the twelve-month
term  of  the  agreement.  Compensation  consisted  of  1,000,000  shares of the
Company's  restricted  common stock with a market value of approximately $90,000
(based  on  the  closing  market  price  of  $0.09  per share at the date of the
transaction). The deferred cost is being amortized on a straight-line basis over
the  twelve-month period from the date of the agreement. During the three months
ended September 30, 2005, $22,500 was expensed.

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 (45,461,877 shares at September 30, 2005 and 77,381,877 shares at
September 30, 2004) would be to decrease loss per share. Therefore, diluted loss
per share is equivalent to basic loss per share.


                                      F-9
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)

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,
2005 or 2004.

Recently Issued Accounting Standard:

In  December  2004,  the Financial Accounting Standards Board (FASB) issued SFAS
No.  123(R), Share-Based Payment, which addresses the accounting for share-based
payment  transactions.  SFAS  No.  123(R)  eliminates the ability to account for
share-based  compensation  transactions  using  APB  25,  and generally requires
instead  that  such transactions be accounted and recognized in the statement of
operations  based  on  their  fair  value. SFAS No. 123(R) will be effective for
public  companies that file as small business issuers as of the beginning of the
next  annual reporting period that begins after December 15, 2005. Management is
currently  evaluating the provisions of this standard. Depending upon the number
of  and  terms  of  options  that  may  be  granted  in  future  periods,  the
implementation of this standard could have a significant impact on the Company's
financial  position  and  results  of  operations  in  future  periods.

2.     NOTES RECEIVABLE:

In  November  2004,  the Company loaned $314,000 to Arizcan. In exchange for the
loan,  the Company received an unsecured, 7% promissory note, due on October 31,
2005.  The  funds were loaned to facilitate Arizcan's purchase of an option from
certain  of  the  Company's warrant holders, to initiate the exercise of certain
existing  warrants  to  purchase up to 15,700,000 shares of the Company's common
stock  (Note  5). In June 2005, the Company received a payment of $50,000, which
included  interest  of  $11,442.  The  remaining balance of this note ($275,442)
remains outstanding and is due on demand.

3.     INVESTMENTS IN AFFILIATES:

Investment in EPT:

In  December 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, 2005. The Company accounts for
its  investment  in  EPT under the equity method of accounting. Under the equity
method of accounting, the carrying amount of the Company's


                                      F-10
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)

investment  in EPT ($142,700 at September 30, 2005) is adjusted to recognize the
Company's proportionate share of EPT's income (loss) each period.

Unaudited  financial  information  of  EPT as of September 30, 2005, and for the
three-month periods ended September 30, 2005 and 2004 are as follows:

<TABLE>
<CAPTION>
                                                       September 30,
                                                            2005
                                                       --------------
<S>                                                    <C>
               Assets:
                   Current assets(1)                   $      437,971
                   Equipment                                  162,956
                                                       --------------

                 Total assets                          $      600,927
                                                       ==============

               Liabilities and members' equity:
                   Current liabilities(2)              $      458,684
                   Members' equity                            142,243
                                                       --------------

               Total liabilities and members' equity   $      600,927
                                                       ==============
</TABLE>

               (1)  Current  assets  include receivables of $65,931 due from the
                    51%  owner  of  EPT.
               (2)  Current  liabilities include a payable of $56,323 due to the
                    51%  owner  of  EPT.
<TABLE>
<CAPTION>
                                  Three Months     Three Months
                                      Ended            Ended
                                  September 30,    September 30,
                                      2005             2004
                                 ---------------  ---------------
<S>                              <C>              <C>
                    Revenues(1)  $      399,736   $       84,425
                    Expenses(2)        (434,313)         (76,352)
                                 ---------------  ---------------
                    Net (loss)
                      income     $      (34,577)  $        8,073
                                 ===============  ===============
</TABLE>

                    (1)  Revenues  include  $272,327 and $9,562, respectively of
                         sales  to  the  51%  owner  of  EPT  for  each  period
                         presented.
                    (2)  Expenses  include  $7,915  and $19,070, respectively of
                         charges  paid  to  the 51% owner of EPT for each period
                         presented.

EPT  operations  are  located  in  Germany.  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  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.


                                      F-11
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)

Investment in BioAgra

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

Currently,  BioAgra  (a  development  stage  company)  is  in  the  process  of
constructing  a production line. BioAgra expects to begin producing and shipping
product in January 2006. Management of BioAgra is developing marketing plans for
the  sale  and  distribution  of  product  and  is  hiring  administrative  and
manufacturing  staff.

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

The  terms of the joint venture provide for the Company to share in 50% of joint
venture  net  income,  if  any, or net losses. The Company is accounting for its
investment in BioAgra as an equity method investment. At September 30, 2005, the
Company's  investment  in  BioAgra  is  $1,257,035.

Unaudited  financial information of BioAgra as of September 30, 2005 and for the
period from August 15, 2005 through September 30, 2005, is as follows:

<TABLE>
<CAPTION>
                                                       September 30,
                                                           2005
                                                       -------------
<S>                                                    <C>
               Assets:
                   Current assets                      $     724,674
                   Equipment                                 205,326
                   Land and building
                     under capital lease                   1,163,954
                                                       -------------

                 Total assets                          $   2,093,954
                                                       =============

               Liabilities and members' equity:
                   Current liabilities                 $      76,638
                   Obligation under
                     capital lease (1)                     1,003,245
                                                       -------------

                 Total liabilities                         1,079,883

                   Members' equity                         1,014,071
                                                       -------------

               Total liabilities and members' equity   $   2,093,954
                                                       =============
</TABLE>
(1)  BioAgra  leases  land  and  a  building  under a ten-year lease expiring in
     February  2015,  which  requires  a  monthly  lease  payment  of  $12,000.


                                      F-12
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                          August 15, 2005
                                              through
                                         September 30, 2005
                                        --------------------
<S>                                     <C>

               Revenues                 $                 -
               Expenses                            (485,930)
                                        --------------------
               Net loss                 $          (485,930)
                                        ====================
</TABLE>

Investment in Scimaxx Solutions, LLC

On  September  15,  2003, the Company entered into an agreement to receive a 50%
interest  in  a joint venture agreement with Scimaxx, LLC. The name of the joint
venture was Scimaxx Solutions, LLC (Scimaxx Solutions). The purpose of the joint
venture  was  to  provide  the  electronics industry with technical solutions to
manufacturing problems based on the need for electrical connectivity.

At  September  30,  2004, Scimaxx Solutions had total assets of $97,992 of which
$10,332  were  current  assets  and $87,660 were equipment, total liabilities of
$56,405 and members' equity of $41,587.

For  the  three  months  ended  September  30,  2004, Scimaxx Solutions recorded
revenues  of $5,773 and expenses of $74,943, resulting in a net loss of $69,170.
Scimaxx Solutions ceased operations in April 2005.

4.     NOTES PAYABLE:

Related Parties:

In  June  2005, an officer/director of the Company loaned $41,000 to the Company
in  exchange  for  an  unsecured,  5% note payable due in December 2005. In June
2005,  the  Company  paid $337 plus accrued interest of $17. In August 2005, the
Company paid the remaining $40,663 plus accrued interest of $298.

Other:

In  June  2005, an unrelated party loaned the Company $25,000 in exchange for an
unsecured,  8%  promissory note due in December 2005 and 1,500,000 shares of the
Company's  restricted  common  stock, which were issued in July 2005. The common
stock had a market value of $150,000 (based on the closing market price of $0.10
per share on the date of the transaction). The relative fair value of the common
stock  ($21,428)  was accounted for as a discount against the face amount of the
note.  The  effective interest rate on this note was 85%. On August 8, 2005, the
Company  paid the $25,000, plus accrued interest of $208. Through that date, the
discount of $21,428 was fully amortized to interest expense.


                                      F-13
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)

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

During  July  and  August 2005, six unrelated third parties loaned the Company a
total of $150,000 in exchange for unsecured, 8% promissory notes due in December
2005  and  a total of 6,600,000 shares of the Company's restricted common stock.
The  common  stock  had  a  total market value of $574,000 (based on the closing
market  prices  which  ranged  from $0.08 to $0.09 per share at the date of each
transaction).  The  relative  fair  value  of  the  common  stock ($117,886) was
accounted  for  as  a discount applied against the face amount of the notes. The
discount  was  amortized  over  the  terms of the promissory notes as additional
interest  expense.  The effective interest rate on these notes is 85%. On August
8,  2005,  the Company paid the $150,000, plus accrued interest of $642. Through
that date, the discount of $117,886 was fully amortized to interest expense.

5.     SHAREHOLDERS' EQUITY:

COMMON STOCK:

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

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

During July and August 2005, in connection with the issuance of promissory notes
totaling  $150,000, the Company issued 6,600,000 shares of its restricted common
stock, valued at $117,886.

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

In  October  2005,  the Company issued 1,000,000 shares of its restricted common
stock,  valued  at  $90,000,  in satisfaction of a $90,000 liability incurred in
connection  with  the  Company's  financing  efforts.


                                      F-14
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)

In  October and November 2005, the Company issued a total of 1,250,000 shares of
its  restricted  common  stock  in exchange for $50,000 (based on a 50% discount
from  the  closing  market  price,  $0.08  per  share,  on  the  date  of  each
transaction).

During  August  through  October  2005,  warrants  to purchase 828,161 shares of
common stock expired.

Capital Transaction

In  August 2005, an officer/shareholder of the Company forgave $8,750 of accrued
salary,  which  has been accounted for as a capital transaction and has resulted
in  an  increase  in  additional  paid  in  capital.

6.  COMMITMENTS AND CONTINGENCIES

LITIGATION:

Depository Trust Suit:

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

Financing Agreement Suit:

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


                                      F-15
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                 Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)

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-16
<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 registered public accounting firm's report on the Company's
consolidated financial statements as of June 30, 2005, and for each of the years
in  the  two-year  period  then  ended,  includes  a "going concern" explanatory
paragraph,  that  describes  substantial  doubt  about  the Company's ability to
continue  as  a  going  concern.  Management's  plans  in  regard to the factors
prompting  the  explanatory  paragraph are discussed below and also in Note 1 to
the  unaudited  quarterly  Financial  Statements.

RESULTS OF OPERATIONS

     The  Company  had  no  revenues during the three months ended September 30,
2005  and  2004.

     The  Company  recognized  $28,585  of  other  income,  of  which  $28,250
represented a gain on the extinguishment of liabilities . The Company recognized
$3,931  in  interest  income  during  the  three months ended September 30, 2005
compared  to  $1,936  during  the  three  months  ended  September  30,  2004.

     Total  general  and  administrative  expenses during the three months ended
September 30, 2005 were $224,429 compared to $213,843 for the three months ended
September  30,  2004. The increase of $10,586, is primarily attributable $33,160
increase  in commission fees, a $29,127 increase in consulting fees, offset by a
$40,783  decrease  in  public  relations  expense.

     The  Company  recognized  interest expense of $235,328 for the three months
ended  September  30,  2005.  No  interest expense was recorded during the three
months  ended  September  30,  2004.  Of  the $235,328 in interest expense, $219
represented  related  party  interest.  The  remaining  $235,109 was incurred in
connection  with  the issuance of promissory notes, which were discounted at the
time  of  issuance.  The  resulting discounts ($213,760) were amortized over the
term  of the promissory notes. The promissory notes were paid in full during the
three months ended September 30, 2005, and at that time the discounts were fully
amortized.


                                        1
<PAGE>
During  the  three months ended September 30, 2005, the Company recognized a net
loss  of  $687,149  compared  to  a net loss of $206,626 during the three months
ended  September  30,  2004.  The  increase of $408,523, during the three months
ended  September 30, 2005, is primarily attributable to the increase of $235,328
in  interest  expense, as explained above and the increase of $255,003 in losses
of equity investments.

LIQUIDITY AND FINANCIAL CONDITION

     In  August  2005, the Company was able to raise $1,535,000 cash through the
exercise of 30,700,000 warrants with an exercise price of $0.05 per share.

     In  August  2005, the Company purchased a 50% equity interest in BioAgra (a
Georgia  limited  liability  company)  for  $905,000  cash  (which  includes the
$405,000  advanced to Xact Resources during the fiscal year ended June 30, 2005)
and a note payable of $595,000 which was paid in full in September 2005. BioAgra
plans  to  manufacture and sell a beta glucan product, YBG-2000, to be used as a
replacement  for  hormone  growth  steroids  and antibiotics in products such as
poultry feed. BioAgra is currently constructing a production line and expects to
complete  construction  by  the  end  of  2005.  BioAgra  anticipates  beginning
production  and  sale  of  the  beta  glucan  product  YBG-2000 in January 2006.

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

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

     During the three months ended September 30, 2005, the Company used $230,782
in operating activities. Net cash provided by financing activities was $724,337;
$960,663  was  used  to  pay  notes  payable,  $1,535,000  was received from the
exercise of warrants and $150,000 was received from notes payable. Net cash used
in  investing  activities  was  $500,000;  $500,000 was used to purchase the 51%
equity  interest  in  the BioAgra joint venture. The Company had $19,390 of cash
and  cash  equivalents  at  September  30,  2005, which is being used to support
operations.  During  the three months ended September 30, 2004, the Company used
$147,408  in  operating  activities from continuing operations. During the three
months ended September 30, 2004, the Company used $23,282 to pay a note payable.


                                        2
<PAGE>
     As  of September 30, 2005, if all existing outstanding warrants issued in a
January  2004  private placement were exercised, the Company will be required to
issue  an  additional  29,450,000  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 190,440,030
shares of common stock issued and outstanding.

     As  of  September  30,  2005,  if  the  warrants issued to investors in the
private  placement  described above are all exercised, the Company would receive
approximately  an additional $2,842,500. 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, its ownership
interest  in  ExypnoTech  and  any  other  licensing agreements or joint venture
agreements  that  the  Company  may  enter  in  the  future.

     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.

                           PART II - OTHER INFORMATION

ITEM  2.  Unregistered Sales of Equity Securities and Use of Proceeds

     The  Company  made  the following unregistered sales of its securities from
July 1, 2005 to September 30, 2005.

<TABLE>
<CAPTION>
DATE OF   TITLE OF      NO. OF
 SALE    SECURITIES     SHARES          CONSIDERATION        CLASS OF PURCHASER
-------  ------------  ---------  -------------------------  ------------------
<S>      <C>           <C>        <C>                        <C>
 7/8/05  Common Stock  1,000,000  Additional Consideration   Business Associate
                                  for Promissory Note for
                                  $150,000
7/11/05  Common Stock  1,500,000  Additional Consideration   Business Associate
                                  for Promissory Note for
                                  $25,000
7/11/05  Common Stock  1,000,000  Additional Consideration   Business Associate
                                  for Promissory Note for
                                  $25,000
7/15/05  Common Stock  1,200,000  Additional Consideration   Business Associate
                                  for Promissory Note for
                                  $15,000
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
DATE OF   TITLE OF      NO. OF
 SALE    SECURITIES     SHARES         CONSIDERATION         CLASS OF PURCHASER
-------  ------------  ---------  -------------------------  ------------------
<S>      <C>           <C>        <C>                        <C>
7/22/05  Common Stock    400,000  Additional Consideration   Business Associate
                                  for Promissory Note for
                                  $10,000
7/25/05  Common Stock  1,000,000  Additional Consideration   Business Associate
                                  for Promissory Note for
                                  $25,000
 8/4/05  Common Stock  2,000,000  Additional Consideration   Business Associate
                                  for Promissory Note for
                                  $50,000
8/12/05  Common Stock  1,000,000  Additional Consideration   Business Associate
                                  for Promissory Note for
                                  $25,000
</TABLE>

Exemption From Registration Claimed

     All of the sales by the Company of its unregistered securities were made by
the  Company  in  reliance  upon Section 4(2) of the Act. All of the individuals
and/or entities listed above that purchased the unregistered securities were all
known  to  the  Company  and  its  management,  through  pre-existing  business
relationships, as long standing business associates, friends, and employees. All
purchasers  were  provided  access  to  all  material  information,  which  they
requested,  and  all  information  necessary to verify such information and were
afforded access to management of the Company in connection with their purchases.
All  purchasers  of  the  unregistered  securities  acquired such securities for
investment and not with a view toward distribution, acknowledging such intent to
the  Company.  All  certificates or agreements representing such securities that
were  issued  contained restrictive legends, prohibiting further transfer of the
certificates or agreements representing such securities, without such securities
either  being  first  registered  or  otherwise  exempt from registration in any
further resale or disposition.

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  Financial  Officer
                              pursuant to Section 906 of the Sarbanes-Oxley Act


                                        4
<PAGE>
     (b)  CURRENT  REPORTS  ON  FORM  8-K.  The  registrant  filed the following
          current  reports  on  Form  8-K during the quarter ended September 30,
          2005:

          -    Current Report on Form 8-K dated, August 12, 2005, filed with the
               Securities  and Exchange Commission on August 16, 2005 (Item 1.01
               Entry  into  a  Material  Definitive  Agreement,  regarding  the
               formation  of  the  BioAgra  joint venture and Item 3.03 Material
               Modification  to  Rights  of  Security  Holders,  regarding  the
               reduction  of  warrant  exercise  prices).

          -    Current Report on Form 8-K dated, August 16, 2005, filed with the
               Securities  and Exchange Commission on August 17, 2005 (Item 7.01
               Regulation  FD  Disclosure,  regarding  the  release  of  a press
               release  announcing  the formation of the BioAgra joint venture).


                                        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)

Date: November 18, 2005                        /s/Paul H. Metzinger
                                               ---------------------------------
                                               Paul H. Metzinger,
                                               President & CEO


Date: November 18, 2005                        /s/Kristi J. Kampmann
                                               ---------------------------------
                                               Kristi J. Kampmann,
                                               Chief Financial Officer


                                        6