FORM 10-QSB/A
                                (Amendment No. 1)

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

(Mark One)

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

        For the quarterly period ended December 31, 2003

                                       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 )  (Zip Code)

         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)

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  February  16, 2004 there were 86,058,435 shares of the registrant's sole
class  of  common  shares  outstanding.

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


<PAGE>

                          EXPLANATORY NOTE ON AMENDMENT

     This Amendment has been filed to make minor clarifying revisions to Items 1
and  2  of Part I of the Quarterly Report Form 10-QSB for the registrant for the
fiscal  quarter  ended  December 31, 2003 that was filed with the Securities and
Exchange  Commission  on  February  17,  2004 (the "Original Filing Date"). This
Amendment  continues to speak as of the Original Filing Date, and the registrant
has  not  updated  the  disclosures  contained herein to reflect any events that
occurred  at  a  date  subsequent  to  such  date.

                         PART I - FINANCIAL INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS

PART  I  -  FINANCIAL  INFORMATION

Item  1.  Financial  Statements                                            Page
                                                                           ----

     Independent  Accountants'  Report                                      F-1

     Condensed  Consolidated  Balance  Sheet  -December 31, 2003            F-2

     Condensed  Consolidated  Statements  of  Operations  -
          Six  and  three  months  ended
          December  31,  2003  and  2002                                    F-3

     Condensed  Consolidated  Statements  of  Comprehensive
          Loss  -  Six  and  three  months  ended
          December  31,  2003  and  2002                                    F-4

     Condensed  Consolidated  Statement  of  Changes  in  Shareholders'
          Equity  -Six  months  ended  December  31,  2003                  F-5

     Condensed  Consolidated  Statements  of  Cash  Flows  -
          Six months ended December 31, 2003 and 2002                       F-6

     Notes  to  Condensed Consolidated Financial Statements                 F-7

Item  2.  Management's  Discussion  and  Analysis                             1

Item  3.  Controls  and  Procedures                                           5

PART  II  -  OTHER  INFORMATION

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

     SIGNATURES                                                               7



<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 December 31, 2003, the
related  condensed  consolidated statements of operations and comprehensive loss
for  the three-month and six-month periods ended December 31, 2003 and 2002, the
condensed  consolidated  statement  of  changes  in shareholders' equity for the
six-month  period  ended  December  31,  2003,  and  the  condensed consolidated
statements  of  cash flows for the six-month periods ended December 31, 2003 and
2002.  These  interim  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 and
making inquiries of persons responsible for financial and accounting matters. It
is  substantially  less  in  scope  than  an  audit conducted in accordance with
generally  accepted auditing standards, 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.

GELFOND HOCHSTADT PANGBURN, P.C.


Denver, Colorado
February 13, 2004


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       Condensed Consolidated Balance Sheet
                                December 31, 2003
                                   (Unaudited)


                              Assets
                              ------
<S>                                                                 <C>
Current assets:
  Cash and cash equivalents                                         $     26,111
  Prepaid expenses                                                         6,785
  Assets of discontinued operations (Note 2)                               3,501
                                                                    -------------
    Total current assets                                                  36,397
                                                                    -------------

Property and equipment:
  Office equipment and furniture                                          66,356
  Leasehold improvements                                                 138,776
                                                                    -------------
                                                                         205,132
  Less accumulated depreciation                                         (177,190)
                                                                    -------------
                                                                          27,942
                                                                    -------------

Other assets:
  Deposits and other                                                      13,518
  Intellectual property rights, net of accumulated
    amortization of $584,315                                             215,685
  Patent and trademark applications, net of accumulated
    amortization of $110,652                                             446,165
  Investments in affiliates (Notes 4 and 5)                              381,051
                                                                    -------------
                                                                        1,056,419
                                                                    -------------

       Total assets                                                 $  1,120,758
                                                                    =============


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

Current liabilities:
  Accounts payable                                                  $    526,892
  Accrued liabilities                                                     12,843
  Notes payable, related parties (Note 6)                                175,000
  Liabilities of discontinued operations (Note 2)                        374,361
                                                                    -------------
    Total liabilities  (all current)                                   1,089,096
                                                                    -------------

Commitments and contingencies (Notes 5, 8 and 10)

Shareholders' equity (Note 7):
  Preferred stock; $0.0001 par value; none issued and outstanding;
   5,000,000 shares authorized
  Common stock; $0.0001 par value; 200,000,000 shares authorized
     66,023,969 shares issued and outstanding                              6,602
  Additional paid-in capital                                          21,671,345
  Accumulated other comprehensive income                                 184,233
  Accumulated deficit                                                (21,830,518)
                                                                    -------------
      Total shareholders' equity                                          31,662
                                                                    -------------

        Total liabilities and shareholders' equity                  $  1,120,758
                                                                    =============
</TABLE>
See notes to condensed consolidated financial statements.


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                              NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                             Condensed Consolidated Statements of Operations
                                                (Unaudited)

                                            Three Months Ended           Six Months Ended
                                                December 31,               December 31,
                                        --------------------------  --------------------------
                                            2003          2002          2003          2002
                                        ------------  ------------  ------------  ------------
<S>                                     <C>           <C>           <C>           <C>
Revenues                                $     3,398         9,227        28,449         9,227
                                        ------------  ------------  ------------  ------------

Operating expenses:
  Research and development                    6,398        92,876        53,053       184,787
  General and administrative                284,055       535,259       694,338     1,165,981
  Selling and marketing                      15,529        67,458        39,709       134,411
                                        ------------  ------------  ------------  ------------
                                            305,982       695,593       787,100     1,485,179
                                        ------------  ------------  ------------  ------------

Loss from operations                    (   302,584)  (   686,366)  (   758,651)  ( 1,475,952)
                                        ------------  ------------  ------------  ------------

Other income (expense):
  Interest income                             4,781         1,368         8,199         4,948
  Equity losses of affiliates           (    19,833)                (    19,833)
  Interest expense                      (     2,493)            0   (     2,790)            -
                                        ------------  ------------  ------------  ------------
                                        (    17,545)        1,368   (    14,424)        4,948
                                        ------------  ------------  ------------  ------------

Loss from continuing operations         (   320,129)  (   684,998)  (   773,075)  ( 1,471,004)
                                        ------------  ------------  ------------  ------------

Discontinued operations, income (loss)
  from operations of subsidiary              18,097      (170,507)        16,177  (   403,226)
                                        ------------  ------------  ------------  ------------

Net loss                                $(  302,032)  (   855,505)  (   756,898)  ( 1,874,230)
                                        ============  ============  ============  ============

Basic and diluted loss per share:
  Loss from continuing operations        (        *)  (      0.01)  (      0.01)  (      0.02)
                                        ------------  ------------  ------------  ------------
  Loss from discontinued operations      (        *)  (         -)  (         -)  (      0.01)
                                        ------------  ------------  ------------  ------------

Net loss per share, basic and diluted   $(        *)  (      0.01)  (      0.01)  (      0.03)
                                        ============  ============  ============  ============

Weighted average number of common
  shares outstanding                     66,023,929    60,593,585    65,912,263    59,117,467
                                        ============  ============  ============  ============
<FN>
     * Less than $(0.01) per share.
</TABLE>

See notes to condensed consolidated financial statements.


                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
             Condensed Consolidated Statements of Comprehensive Loss
                                    (Unaudited)

                                   Three Months Ended           Six Months Ended
                              --------------------------  --------------------------
                                      December 31,                December 31,
                              --------------------------  --------------------------
                                  2003          2002          2003          2002
                              ------------  ------------  ------------  ------------
<S>                           <C>           <C>           <C>          <C>
Net loss                      $(  302,032)  (   855,505)  (   756,898)  ( 1,874,230)

Change in unrealized gain on
  Securities                            -            47   (       119)  (        71)

Change in foreign currency
  translation adjustments      (    3,928)       25,309   (     5,738)       30,209
                              ------------  ------------  ------------  ------------

Comprehensive loss            $(  305,960)  (   830,149)  (   762,755)  ( 1,844,092)
                              ============  ============  ============  ============
</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
                                       Six Months Ended December 31, 2003
                                                  (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, 2003      65,054,738  $     6,505     21,567,807           190,090   (21,073,620)       690,782

Common stock issued
  for cash                     769,231           77         99,923                 -             -        100,000

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

Net loss                             -            -              -                 -      (756,898)      (756,898)

Other comprehensive
  Income (loss):
    Change in unrealized
      gain on securities             -            -              -              (119)            -           (119)
    Foreign currency
      translation
      adjustments                    -            -              -            (5,738)            -         (5,738)
                          ------------  -----------  -------------  -----------------  ------------  -------------
Balances,
  December 31, 2003         66,023,969  $     6,602     21,671,345           184,233   (21,830,518)        31,662
                          ============  ===========  =============  =================  ============  =============
</TABLE>

See notes to condensed consolidated financial statements.


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                   NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                   Condensed Consolidated Statements of Cash Flows
                     Six Months Ended December 31, 2003 and 2002
                                     (Unaudited)

                                                               2003         2002
                                                           ------------  -----------
<S>                                                        <C>           <C>
Cash flows from operating activities:
 Net loss                                                  $(  756,898)  (1,874,230)
                                                           ------------  -----------
 Adjustments to reconcile net loss to net cash used
  in operating activities from continuing operations:
  Loss (income) from discontinued operations                (   16,177)     403,226
  Amortization expense                                          82,775       66,316
  Depreciation expense                                          17,485       70,819
  Equity losses of affiliates                                   19,833
  Amortization of deferred consulting costs                    116,147            -
  Stock-based compensation expense                                   -       12,535
  Changes in operating assets and liabilities:
   Decrease (increase) in accounts receivable                    2,000      (90,929)
   Decrease (increase) in prepaid expense                       45,275      (55,529)
   Decrease  in deposits and other assets                        7,295        9,309
   Increase in accounts payable and
     accrued liabilities                                        90,986      177,252
                                                           ------------  -----------
 Total adjustments                                             365,619      592,999
                                                           ------------  -----------

    Net cash used in operating activities
      from continuing operations                            (  391,279)  (1,281,231)
                                                           ------------  -----------

Cash flows from investing activities:
  Increase in patent and trademark applications             (   47,654)  (   56,772)
  Purchases of property and equipment                       (    1,575)  (   13,003)
  Payments received on notes receivable                              -      170,779
  Cash effect of ExypnoTech deconsolidation                 (  115,151)           -
                                                           ------------  -----------
    Net cash (used in) provided by investing activities
      from continuing operations                            (  164,380)     101,004
                                                           ------------  -----------

Cash flows from financing activities:
  Issuance of common stock and warrants for cash               100,000    1,570,459
  Proceeds from notes payable                                  165,000            -
                                                           ------------  -----------
    Net cash provided by financing activities
      from continuing operations                               265,000    1,570,459
                                                           ------------  -----------

Effect of exchange rate changes on cash
  and cash equivalents                                         123,023        4,937
                                                           ------------  -----------

Net cash used in discontinued operations                    (    6,992)  (    2,239)
                                                           ------------  -----------

Net (decrease) increase in cash and cash equivalents          (174,628)     392,930

Cash and cash equivalents, beginning                           200,739      679,209
                                                           ------------  -----------

Cash and cash equivalents, ending                          $    26,111    1,072,139
                                                           ============  ===========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                   $         -        5,923
                                                           ============  ===========
Supplemental disclosure of non-cash financing activities:
  Issuance of common stock in satisfaction of payable      $     3,635            -
                                                           ============  ===========
</TABLE>

See notes to condensed consolidated financial statements.


                                       F-6
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
            Six Months Ended December 31, 2003 and December 31, 2002
                                   (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  Connection  Systems,  Inc., a Nevada
Corporation  (NCOS),  its  wholly-owned  foreign  subsidiary,  NanoPierce  Card
Technologies  GmbH,  Hohenbrunn  (NCT),  and  ExypnoTech,  GmbH  (EPT, formed in
February  2002) through December 11, 2003 (Note 4). During the fiscal year ended
June  30,  2003,  NCT  effectively  discontinued  its  operations  (Note 2). All
significant  intercompany  accounts  and  transactions  have  been eliminated in
consolidation.

In  the  opinion  of  the  management of the Company, the accompanying unaudited
condensed  consolidated  financial  statements include all material adjustments,
including  all normal and recurring adjustments, considered necessary to present
fairly  the  financial  position  and  operating  results of the Company for the
periods  presented.  The  financial  statements  and  notes  are  presented  as
permitted by Form 10-QSB, and do not contain certain information included in the
Company's  last  Annual Report on Form 10-KSB for the fiscal year ended June 30,
2003.  It  is the Company's opinion that when the interim statements are read in
conjunction with the June 30, 2003 Annual Report on Form 10-KSB, the disclosures
are  adequate to make the information presented not misleading.  Interim results
are  not necessarily indicative of results for a full year or any future period.

In  the  Company's  last  Annual Report on Form 10-KSB for the fiscal year ended
June  30,  2003,  the  Independent  Auditors'  Report  includes  an  explanatory
paragraph  that  describes  substantial  doubt  about  the  Company's ability to
continue  as  a  going  concern.  The Company's financial statements for the six
months  ended  December  31,  2003  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 $756,898 for the six months ended December 31, 2003, and an accumulated
deficit  of  $21,830,518 as of December 31, 2003. The Company has not recognized
any significant revenues from its PI technology, the Company's subsidiary NCT is
under  a  plan  of  self-liquidation  and  in  December 2003, the Company sold a
controlling  51%  interest  in  EPT.

In  January  2004,  the  Company  entered into an equity financing agreement, of
which  the  Company  received  $2 million upon the issuance of restricted common
stock(Note 10). The Company intends to use these funds to support operations and
for  possible  business  acquisitions.

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


                                       F-7
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
            Six Months Ended December 31, 2003 and December 31, 2002
                                   (Unaudited)

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 has begun to market the PI Technology to
companies  in  various  industries  for  a  wide  range  of  applications.

NCOS business activities are to include the licensing, sale and/or manufacturing
of  certain  electronic  products using the NCS technology. Through December 31,
2003,  NCOS  activities  have  primarily  consisted of research and development,
marketing  and administrative functions.  Prior to discontinuing operations, NCT
activities  consisted  primarily  of  providing  software  development  and
implementation  services,  and  performing  administrative,  research  and
development,  and  selling  and marketing activities. Through December 31, 2003,
EPT  activities  have primarily consisted of manufacturing inlay components used
in,  among  other  things  Smart  Labels,  which  is  a  paper  sheet  holding a
chip-containing  module  that  is  capable  of memory storage and/or processing.
Scimaxx  Solutions  activities  primarily represent research and development and
marketing  functions.

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:

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 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-8
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
            Six Months Ended December 31, 2003 and December 31, 2002
                                   (Unaudited)

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
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 14,695,210 shares at December 31, 2003 and  14,003,852
shares  at  December  31, 2002) would be to decrease loss per share.  Therefore,
diluted  loss  per  share  is  equivalent  to  basic  loss  per  share.

Stock  Based  Compensation:

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

Had  compensation  cost  for  the Company's stock plans been determined based on
fair  value  at  the  grant dates for awards under the plans consistent with the
method  prescribed  under  SFAS No. 123, the Company's net loss and net loss per
share  for  the six months ended December 31, 2003 and 2002, respectively, would
have  changed  to  the  pro  forma  amounts  indicated  below:

                                          December 31,   December 31,
                                              2003           2002
                                         --------------  -------------
Net loss, as reported                    $  (  756,898)   ( 1,874,230)
Total stock-based employee compensation
 expense determined under fair value
 based method for all awards                         -    (    58,000)
                                         --------------  -------------
Net loss, pro forma                      $  (  756,898)   ( 1,932,230)
                                         ==============  =============
Net loss per share as reported           $  (     0.01)   (      0.03)
Net loss per share pro forma             $  (     0.01)   (      0.03)


                                       F-9
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
            Six Months Ended December 31, 2003 and December 31, 2002
                                   (Unaudited)

The  fair value of options granted during the six months ended December 31, 2002
(Note  7)  was  estimated  on  the  date  of  grant  using  the  Black-Scholes
option-pricing  model  with  the  following  weighted-average  assumptions:

     Expected  dividend  yield                             0%
     Expected  stock  price  volatility                  105%
     Risk-free  interest  rate                           2.9%
     Expected  life  of  options                    6.5  years

No  options  were  granted  during  the  six  months  ended  December  31, 2003.

Recently  Issued  Accounting  Pronouncements

In  January  2003,  the  Financial Accounting Standards Board (FASB) issued SFAS
Interpretation  No.  46, Consolidation of Variable Interest Entities ("FIN 46"),
which  changes  the criteria by which one company includes another entity in its
consolidated  financial  statements.  FIN 46 requires a variable interest entity
("VIE") to be consolidated by a company if that company is subject to a majority
of  the  risk  of  loss  from  the  variable  interest entity's activities or is
entitled  to  receive  a  majority of the entity's residual returns or both.  In
December 2003, the FASB approved a partial deferral of FIN 46 along with various
other  amendments.  The  effective date of this interpretation has been extended
until  the  first  fiscal  period  ending  after  December  15,  2003.

2.  Discontinued  Operations:
-----------------------------

On  April 1, 2003, NCT filed insolvency with the Courts of Munich, Germany.  The
insolvency  filing  was  necessary in order to comply with specific German legal
requirements.  In  conjunction  with  the  insolvency  filing, management made a
decision  in  April  2003  to  discontinue  operations at NCT and liquidate NCT,
either  though  the  German  courts  or through a self-liquidation. In September
2003,  the  German courts rejected the application for insolvency; therefore NCT
implemented  a  plan of self-liquidation as provided by German law.  The Company
anticipates  that  liquidation  will  be  completed  by  June  30,  2004.

At  December  31,  2003,  NCT's  remaining  asset  is  cash  of  $3,501, and its
liabilities  consist  of  accounts  payable  of $374,361 (excluding intercompany
payables  of  approximately  $179,495).

NCT's  revenues  for the six months ended December 31, 2003 and 2002 reported in
discontinued  operations were $0 and $96,527, respectively.  NCT recorded income
for  the  six  months ended December 31, 2003 of $16,177, which was due to gains
recognized  from the sale of equipment and the extinguishment of certain accrued
expenses.  NCT  recorded  a  loss  for the six months ended December 31, 2002 of
$403,226.  NCT  did  not  incur  any  income  taxes  during  these  periods.


                                      F-10
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
            Six Months Ended December 31, 2003 and December 31, 2002
                                   (Unaudited)

3.  Notes  receivable:
----------------------

During  the  six months ended December 31, 2002, two notes receivable were paid.
The  Company received $144,709 under a 5%, unsecured note receivable and $26,070
under  an  8%,  unsecured  note  receivable.

4.  Investment  in  EPT:
------------------------

On  December  11,  2003,  an  unrelated  German  entity  agreed  to  purchase  a
controlling 51% equity interest in EPT in exchange for $98,000, of which $62,787
was  received  as  of  December  31, 2003.  As a result of the Company's reduced
ownership interest and loss of control of EPT, the Company deconsolidated EPT as
of  December  11, 2003, and began accounting for its investment in EPT under the
equity  method  of  accounting  at  that  time.  Under  the  equity  method  of
accounting,  the carrying amount of the Company's investment in EPT ($270,876 at
December 31, 2003) is adjusted to recognize the Company's proportionate share of
EPT's  income  (loss)  each  period.  Equity  losses  of EPT for the period from
December 11, 2003 through December 31, 2003 were not material.

Unaudited  condensed  financial  information of EPT as of December 31, 2003, and
for  the  six  month  periods  ended  December 31, 2003 and 2002 are as follows:

          Assets:
               Current assets                    $153,988
               Other                              352,837
                                                 --------

            Total assets                         $506,825
                                                 ========

          Liabilities and members' equity:
               Current liabilities               $173,163
               Members' equity                    333,662
                                                 --------
          Total liabilities and members' equity  $506,825
                                                 ========

                                  Three Months Ended
                                     December 31,
                              ------------------------
                                  2003         2002
                              -----------  -----------
          Revenues            $   28,449   $    9,227
          Costs and expenses    (158,882)    (199,906)
                              -----------  -----------
          Net loss            $ (130,433)  $ (190,679)
                              ===========  ===========


                                      F-11
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
            Six Months Ended December 31, 2003 and December 31, 2002
                                   (Unaudited)

Pro  forma  results of operations for the six months ended December 31, 2003 and
2002,  assuming the deconsolidation of EPT occurred as of July 1, 2003 and 2002,
are  as  follows:

                                              2003          2002
                                          ------------  -------------

     Revenues                             $         -   $          -
     Operating expenses                   $(  138,347)  $( 1,271,098)
     Net loss                             $(  756,898)  $( 1,874,230)

5.   Investment in Joint Venture Interest:
------------------------------------------

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

The  Company  received  a  50%  interest  in the joint venture in exchange for a
contribution  of  NCOS equipment with a carrying value of approximately $132,000
at  September  15,  2003. The Company also granted Scimaxx Solutions a ten-year,
non-exclusive,  non-royalty  bearing  worldwide  license  to  use  the Company's
intellectual  property. Scimaxx, LLC is to invest $50,000 cash, of which $22,900
has  been  received  as  of  December  31,  2003. The terms of the joint venture
provide  for  the  Company to share in 50% of joint venture net profits, if any.
The  Company  is  to  share  in 50% of joint venture net losses beyond the first
$50,000. The Company has a 49% voting interest in the joint venture. The Company
has determined that Scimaxx, LLC is the controlling financial interest holder at
December 31, 2003, and therefore the Company is accounting for its investment in
Scimaxx  Solutions as an equity method investment. At December 31, 2003, Scimaxx
Solutions'  assets  consist  of  cash  of  $3,300 and machinery and equipment of
approximately $111,000; liabilities consist of $600 of accounts payable. Through
the  six months ended December 31, 2003, Scimaxx Solutions recognized no revenue
and  a  loss  of  $42,733;  $22,900  of  which  was  allocated to Scimaxx, LLC.

6.  Notes  Payable  -  Related  Parties:
----------------------------------------

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


                                      F-12
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
            Six Months Ended December 31, 2003 and December 31, 2002
                                   (Unaudited)

In  September  2003,  Intercell  International  Corporation  ("Intercell"),  an
affiliate of the Company at the time, loaned the Company $35,000 in exchange for
an  unsecured,  7%  promissory  note  due  in  September 2004. In November 2003,
Intercell  loaned  the Company $100,000 in exchange for a 7% promissory note due
in November 2004.  This promissory note was collateralized by an assignment of a
51% interest in the proceeds, if any, the Company may receive in connection with
the  Financing Agreement litigation (Note 8).  In January 2004, the Company paid
the  $135,000,  plus  accrued  interest  of  $2,493.

7.  Shareholders'  Equity:
--------------------------

During  the  six months ended December 31, 2003, the Company sold 769,231 shares
of  restricted  common  stock  for  cash  of  $100,000.  The Company also issued
200,000  shares  of restricted common stock in satisfaction of a $3,635 payable.

During  the  six  months  ended  December 31, 2003, warrants to purchase 592,500
shares of common stock with exercise price ranging from $0.30 to $2.81 per share
expired.

During the six months ended December 31, 2002, the Company granted stock options
to  purchase 450,000 shares of common stock at exercise prices of $0.58 to $0.97
per  share  to  employees  and  a  director  of  the  Company.

In  January  and  February  2004,  warrants to purchase 136,666 shares of common
stock  were exercised (cashless exercise election) in exchange for 34,466 shares
of  common  stock.

8.  Commitments  and  Contingencies:
------------------------------------

Financial  Advisory  and  Placement  Agent  Agreement:

Effective  January  10,  2003,  the  Company  entered  into a 12-month financial
advisory  and  exclusive  placement  agent  agreement  with a third party, which
expired in January 2004.  Under the terms of the agreement, this placement agent
served  as financial advisor to the Company and as its exclusive placement agent
for a private placement of equity securities during the twelve-month term of the
agreement.

Compensation  to  this  placement  agent  consisted  of a retainer fee (deferred
consulting  costs) valued at approximately $230,400, which included a warrant to
purchase  up  to  450,000 shares of the Company's common stock.  The cost of the
warrant  has  been  amortized  over  the  twelve-month  period  from the date of
issuance  of  the  warrant.  During  the  six  months  ended  December 31, 2003,
$116,147 was expensed in connection with the warrant. Compensation also includes
a  $10,000  monthly  advisory  fee,  payable in cash, beginning in June 2003, of
which  $60,000  has  been  expensed  though  December  31,  2003.


                                      F-13
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
            Six Months Ended December 31, 2003 and December 31, 2002
                                   (Unaudited)

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.  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 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 July 2003,
Harvest  Court, LLC filed suit against the Company, Mr. Metzinger, Ms. Kampmann,
Dr.  Neuhaus, Dr. Shaw and unrelated third parties in the United States District
Court  for the Southern District of New York, New York City, New York.  The suit
alleges  violations  of federal securities laws and common law fraud among other
claims.  Harvest Court is seeking various forms of relief including compensatory
and  punitive  damages.  The  Company  is  preparing pleadings responsive to the
complaint.

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

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


                                      F-14
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
            Six Months Ended December 31, 2003 and December 31, 2002
                                   (Unaudited)

9.  Foreign  and  Domestic  Operations:
---------------------------------------

The  Company's  revenues from continuing operations during the six-month periods
ended December 31, 2003 and 2002 were generated solely in Germany.  There was no
significant  amount of transfers between geographic areas.  Long-lived assets at
December  31,  2003  of  $689,792  were  located  solely  in  the United States.

10.  Subsequent  Event:
-----------------------

Effective January 12, 2004, the Company entered into a Placement Agent Agreement
with a third party (the "Placement Agent") in connection with a proposed sale of
the  Company's  restricted common stock to a number of accredited investors in a
private  placement transaction exempt from registration pursuant to Section 4(2)
of  the  1933  Act  and  Rule 506 of Regulation D of the Securities Act of 1933.

On January 20, 2004 (the "Closing Date"), the Company sold a total of 20,000,000
units  at $0.10 per unit for an aggregate of $2,000,000 pursuant to a Securities
Purchase  Agreement  (the  "Securities  Purchase  Agreement").  For  each  unit
purchased,  the  investors received (i) one share of the Company's common stock,
(ii)  a  warrant  to  purchase one share of common stock at an exercise price of
$0.10  per  share  ("the  $0.10  warrants")  and  (iii) an additional warrant to
purchase two shares of common stock at an exercise price of $0.25 per share (the
"$0.25  warrants").  The $0.10 warrants and the $0.25 warrants expire on January
20,  2009.

On  the  Closing  Date,  the Placement Agent received a fee consisting of a cash
payment  equal  to  3%  of the gross proceeds from the transaction ($60,000) and
warrants  to purchase 3% of the total number of shares of common stock issued to
the investors on the Closing Date.  The warrants have an exercise price of $0.10
per  share and expire on January 20, 2009.  The Placement Agent is also entitled
to receive an additional cash payment equal to 3% of the gross proceeds, if any,
received  by  the  Company as a result of the exercise of the $0.10 warrants and
additional  warrants  to  purchase  3% of the total number of shares issued as a
result  of  the exercise of the $0.10 warrants.  The additional warrants have an
exercise  price  of  $0.10  per  share  and  expire  on January 20, 2009, unless
exercised  earlier.


                                      F-15
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
            Six Months Ended December 31, 2003 and December 31, 2002
                                   (Unaudited)

An  unrelated third party ("the "Finder") received a fee for the introduction of
the  Company  to  the  Placement  Agent  and  the  investors  and for consulting
services.  The  fee  consisted  of  a  cash  payment  equal  to 10% of the gross
proceeds  from  the  transaction  ($200,000) and warrants to purchase 10% of the
total  number  of  shares of common stock issued to the investors on the Closing
Date  (warrants  to  purchase  2,000,000 shares).  The warrants have an exercise
price  of  $0.10  per  share and expire on January 20, 2009.  The Finder is also
entitled  to receive an additional cash payment of 10% of the gross proceeds, if
any,  received  by the Company as a result of the exercise of the $0.10 warrants
by  the investors and additional warrants to purchase 10% of the total number of
shares,  if  any, issued as a result of the exercise of the $0.10 warrants.  The
additional  warrants  have  an  exercise  price of $0.10 per share and expire on
January  20,  2009.

The Securities Purchase Agreement requires the Company to file within 45 days of
the  Closing  Date  a  registration  statement  with the Securities and Exchange
Commission  registering  (i) the shares of common stock sold, (ii) the shares of
common  stock  issuable upon exercise of the warrants and (iii) if any shares of
common  stock  issued  as a dividend or other distribution with respect to or in
replacement  of  the  common  stock.  If the registration statement is not filed
within  45  days  of  the  Closing  Date, the Company is to pay the Investor, as
liquidated  damages, 1% of the purchase price of the units for every 30 calendar
day  period  that  the  Registration  Statement  is  not  filed.

If  all  of  the  warrants  issued to the investors, the Placement Agent and the
Finder  are  exercised,  the  Company  will  be  required to issue an additional
85,200,000  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 (Note 8)), will have 179,524,864 shares of common
stock  issued  and  outstanding.


                                      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  auditors' report on the Company's financial statements as
of  June  30, 2003, and for each of the years in the two-year period then ended,
includes  a  "going  concern"  explanatory paragraph, that describes substantial
doubt  about  the Company's ability to continue as a going concern. Management's
plans in regard to the factors prompting the explanatory paragraph are discussed
below  and  also  in  Note  1  to  the  quarterly  Financial  Statements.

RESULTS  OF  OPERATIONS

     On  April 1, 2003, NCT filed insolvency with the Courts of Munich, Germany.
The  insolvency  filing  was  necessary, in the view of the Company, in order to
comply  with  specific  German  legal  requirements.  NCT  is  presented  as
discontinued  operations  in  the  Company's  consolidated financial statements.
During  the  six  months  ended  December 31, 2003, NCT recognized net income of
$16,177  compared to losses of $403,226 during the six months ended December 31,
2002.  In September 2003, the court rejected the application for insolvency, and
the  Company  is  now  under  self-liquidation in accordance with German law. In
compliance  with the self-liquidation, NCT sold its fixed assets to an unrelated
third-party  in  December  2003.

     The  Company  recognized  $28,449  in  revenues  from continuing operations
during the six months ended December 31, 2003 ($3,398 for the three months ended
December  31,  2003).  The  $28,449  in  revenues was generated from the sale of
inlay components to customers by ExypnoTech.  The Company expects to continue to
generate  revenues  in  the  future  from  the  preparation  of inlays for those
customers  for which it has non-disclosure agreements and cooperation agreements
and  from  the  sale  of  inlays  through  ExypnoTech.

     The  Company  recognized  $8,199  in  interest income during the six months
ended  December 31, 2003 compared to $4,948 during the six months ended December
31, 2002.

     Total  operating  expenses from continuing operations during the six months
ended  December 31, 2003 were $787,100 compared to $1,485,179 for the six months
ended  December  31,  2002  ($305,982  compared to $695,593 for the three months
ended  December  31,  2003 and 2002, respectively).  The decrease of $698,079 is
primarily  attributable to a decrease in general and administrative expenses, as
described  below.


                                        1
<PAGE>
     General  and  administrative  expenses during the six months ended December
31,  2003 were $694,338 compared to $1,165,981 for the six months ended December
31,  2002 ($284,055 compared to $535,259 for the three months ended December 31,
2003  and  2002,  respectively).  The  decrease  of  $471,643  is  primarily
attributable  to a $279,231 decrease in payroll expenses and a $141,365 decrease
in  legal  expenses.  Selling and marketing expenses during the six months ended
December  31, 2003 were $39,709 compared to $134,411 during the six months ended
December  31,  2002 ($15,529 and $67,458 for the three months ended December 31,
2003  and  2002, respectively). The decrease of $94,702 was due to a decrease in
marketing activities throughout the Company.   Research and development expenses
during  the six months ended December 31, 2003 were $53,053 compared to $184,787
for  the  six  months  ended December 31, 2002 ($6,398 and $92,876 for the three
months ended December 31, 2003 and 2002).  The decrease of $131,734 was due to a
decrease  in  activities  at  the  Company's subsidiaries in connection with the
further  development  and  expansion  of  the  NCS  technology.

     During the six months ended December 31, 2003, the Company recognized a net
loss  of  $756,898  compared  to  a net loss of $1,874,230 during the six months
ended  December  31,  2002  ($302,032 and $855,505 during the three months ended
December  31,  2003  and  2002,  respectively).  The  decrease  of $1,117,332 is
primarily  attributable  to  the  decrease of $683,795 in operating expenses and
income  from  discontinued operations during the six month period ended December
31,  2003  versus  a  loss  from  discontinued  operations  of $403,226 in 2002.

LIQUIDITY  AND  FINANCIAL  CONDITION

     The Company's continuing operations are not generating positive cash flows.
During  the  six months ended December 31, 2003, the Company sold 769,231 shares
of  common  stock  for  $100,000.  The  funds were raised to support operations.

     As  a result of continued operating losses and working capital deficiencies
and  in  order to comply with specific German legal requirements, in April 2003,
the  Company's  wholly owned subsidiary NanoPierce Card Technologies, Gmbh (NCT)
filed for insolvency with the Courts of Munich, Germany.  In September 2003, the
German courts rejected the application for insolvency; therefore NCT implemented
a  plan  of self-liquidation as provided by German law.  The Company anticipates
that  liquidation  will  be  completed  by  June  30,  2004.

     Effective  January  12,  2004,  the  Company entered into a Placement Agent
Agreement  in connection with a proposed sale of the Company's restricted common
stock  to  a  number  of accredited investors in a private placement transaction
exempt  from  registration pursuant to Section 4(2) of the 1933 Act and Rule 506
of  Regulation  D  of  the  Securities  Act  of  1933.


                                        2
<PAGE>
     On  January  26,  2004  ("Closing  Date"),  the  Company  sold  a  total of
20,000,000 units at $0.10 per unit for an aggregate of $2,000,000, pursuant to a
Securities  Purchase  Agreement  dated  as  of the Closing Date (the "Securities
Purchase  Agreement").  For  each unit purchased, the Investors received (i) one
share  of the Company's common stock, par value $.0001 per share, (ii) a warrant
to  purchase  one  share of common stock at an exercise price of $0.10 per share
("the $0.10 warrants") and (iii) an additional warrant to purchase two shares of
common  stock  at  an  exercise price of $0.25 per share (the "$0.25 warrants").
The  $0.10  warrants  and  the  $0.25 warrants expire on January 20, 2009 unless
exercised  earlier.

     On  the  Closing  Date,  the Placement Agent received a fee consisting of a
cash  payment  equal  to 3% ($60,000) of Gross Proceeds from the Transaction and
warrants  to purchase 3% of the total number of shares of Common Stock issued to
the Investors on the Closing Date.  The warrants have an exercise price of $0.10
per  share  and  expire  on  January  20,  2009  unless  exercised earlier.  The
Placement  Agent is also entitled to receive an additional cash payment equal to
3%  of  the  gross  proceeds, if any, received by the Company as a result of the
exercise  of  the  $0.10  warrants and additional warrants to purchase 3% of the
total number of shares issued as a result of the exercise of the $0.10 warrants.
The  additional warrants have an exercise price of $0.10 per share and expire on
January  20,  2009.

     An unrelated third party ("the Finder") received a fee for the introduction
of  the  Company  to  the  Placement  Agent  and  the purchasers and for various
consulting  work  done  on  behalf  of the Company.  The fee consisted of a cash
payment  equal to 10% of the gross proceeds from the Transaction and warrants to
purchase  10%  of  the  total  number  of  shares  of common stock issued to the
investors on the Closing Date.  The warrants have an exercise price of $0.10 per
share  and  expire  on January 20, 2009 unless exercised earlier.  The Finder is
also  entitled  to  receive  an  additional  cash  payment  of  10% of the gross
proceeds,  if  any,  received  by the Company as a result of the exercise of the
$0.10  warrants  by the investors and additional warrants to purchase 10% of the
total  number of shares, if any, issued as a result of the exercise of the $0.10
warrants.  The additional warrants have an exercise price of $0.10 per share and
expire  on  January  20,  2009  unless  exercised  earlier.

     If  all  of  the warrants from the Transaction issued to the investors, the
Placement  Agent  and  the Finder are exercised, the Company will be required to
issue  an  additional  85,200,000  shares of common stock, and the Company, on a
fully  diluted basis (including the reservation of 11,919,120 shares as required
by  the  court  in  the  Financing Agreement Litigation), would have 179,524,864
shares  of  Common  Stock  issued  and  outstanding.

     During the six months ended December 31, 2003, Mr. Metzinger, the President
and  CEO  of  the  Company  loaned  $30,000  to  the  Company in exchange for an
unsecured 7% promissory note due in September 2004. During the fiscal year ended
June  30,  2003,  Mr. Metzinger loaned $10,000 to the Company in exchange for an
unsecured  7%  promissory  note  due in December 2003. At December 31, 2003, the
note  balances  were  $40,000.  In  January  2004,  the notes were paid in full.


                                        3
<PAGE>
     During  the  six  months  ended  December 31, 2003, Intercell International
Corporation, an affiliate of the Company, loaned the Company $35,000 in exchange
for  an  unsecured  7%  promissory note due in September 2004.  At September 30,
2003,  the  note balance was $35,000.  In November 2003, Intercell International
Corporation loaned the Company $100,000 in exchange for a 7% promissory note due
in  November  2004.  The promissory note is collateralized by an assignment of a
51%  interest  in and to the proceeds, if any, that the Company may receive as a
result  of  the  Financing Agreement litigation.  At December 31, 2003, the note
balances  were  $135,000.  In  January  2004  the  notes  were  paid  in  full.

     During  the  six  months  ended December 31, 2003, the Company expanded the
scope  of  its  patent and trademark applications.  The intellectual property is
being  amortized using the straight-line method over ten years.  On December 31,
2003,  the  Company has net patent and trademark applications costs of $446,165,
compared  to  $283,102  on  December  31,  2002.  The  increase  of $163,063 was
primarily  due  to  the  Company's  efforts  to  increase  patent  and trademark
protection  overseas.

PLAN  OF  OPERATIONS

     In  December  2003, the Company's wholly-owned subsidiary ExypnoTech signed
an  Investment  agreement  with  an  unrelated third party.  The investor made a
$62,787 investment in ExypnoTech in return for an issuance of a controlling, 51%
equity interest in ExypnoTech.  After the issuance, the Company holds 49% of the
outstanding  equity  of  ExypnoTech.  Effective  December  11, 2003, the Company
deconsolidated  ExypnoTech and is now accounting for ExypnoTech under the equity
method  of  accounting.

     In  December  2003, Noel Eberhardt, a director of the Company, resigned his
position  on  the  Board  of  Directors.

     In  September  2003,  the Company formed a joint venture with Scimaxx, LLC.
The joint venture, Scimaxx Solutions, LLC is to market the Company's technology.
Scimaxx  LLC,  is owned by an officer and director of the Company and two former
employees  of  the Company. In return for 50% ownership of the Scimaxx Solutions
(49%  voting  interest),  LLC,  the Company contributed a license to utilize its
technology  and  the  facilities  and  equipment  of NanoPierce Connections. The
Company  is  not  required  to make any cash contributions to the joint venture.
Operating  capital  is to be provided by Scimaxx, LLC, of which $22,900 has been
received  through  January  31,  2003.


     During  the  six  months  ended  December 31, 2003, the Company has taken a
number  of  actions to cut the costs of operations and to optimize the Company's
cash  reserves.  The  most  significant  actions  taken  by  the Company include
forming  a joint venture with Scimaxx Solutions to continue the marketing of the
Company's  technology,  the  self-liquidation  of  the  Company's  wholly-owned
subsidiary,  NanoPierce Card Technologies, GmbH and the sale by the Company of a
51%  controlling interest in ExypnoTech, GmbH that was previously a wholly-owned
subsidiary.  The  Company  has  also  decreased  expenditures  on  research  and
development,  obtained  voluntary  reductions  in  the  compensation paid to the
officers,  directors  and  employees  of  the  Company  and its subsidiaries and
reduced  the  overhead  of  its  administrative  offices.


                                        4
<PAGE>
     During the six months ended December 31, 2003, the Company continued in its
efforts  to  raise  capital  to  continue  its operations.  In January 2004, the
Company  received  approximately $2 million in proceeds from a private placement
of units that each consisted of a single share of the Company's common stock and
warrants  to  purchase  two  shares  of  the Company's common stock as described
herein  under  "MANAGEMENT'S  DISCUSSION  AND  ANALYSIS-Liquidity  and Financial
Condition."  After  the completion of the financing, the Company made the follow
cash  disbursements:  $181,238  to  pay  in  full several outstanding promissory
notes,  approximately  $239,000 to pay outstanding accounts payable and $272,000
to  pay  finders  fee  relating to the private placement that closed in February
2004.  The  Company  expects  to  utilize  the  remaining  $1,307,433 to support
operations  and business activities of the Company, including but not limited to
such  things  as  the  filing of a registration statement registering the common
stock and shares of common stock underlying the warrants issued as a part of the
private  placement  that  closed  in  February  2004,  salaries  and  the  other
day-to-day business activities of the Company.  The Company believes that it has
enough  capital  to  meet  its  operating costs for the next twelve months.  The
Company  is  not  currently  actively  seeking  financing.

     As  a result of the Company's limited revenues, lack of liquidity and going
concern  issues,  the  Company  has  revised  its  business plan to focus on the
licensing of its technology to or entering into joint ventures with companies to
utilize  its  technology  rather  than the development by the Company of its own
products  utilizing  its  technology.  The  Company  expects to utilize the cash
received  from  the  private placement described above to continue to pursue the
development  and  marketing  of  its  technology  through  the  joint  venture
arrangement  with Scimaxx Solutions and its ownership interest in ExypnoTech and
to  continue  to  develop  relationships  with  companies  which  it enters into
licensing  agreements  or  joint  venture agreements.  At this time, the Company
does  not  have  any  other  operations.

     If  the  warrants  issued  to  investors in the private placement described
above  are  all  exercised,  the  Company  expects  to  receive  an  additional
$12,500,000.  However, no assurance can be given that any of these warrants will
be  exercised  The  Company  has  decided  to  use the additional funds, if any,
received  from  the  exercise of these warrants  to acquire a revenue generating
company  or to acquire technology complementary to the current technology of the
Company  to  be  marked  through  the  Company's  joint venture arrangement with
Scimaxx  Solutions, its ownership interest in ExypnoTech and any other licensing
agreements or joint venture agreements that the Company may enter in the future.

     The  Company  continues  to  evaluate  additional  merger  and  acquisition
opportunities.


                                        5
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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 significant 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 6.   EXHIBITS  AND  REPORTS  ON  FORM  8-K


     (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  14  Code of Ethics*

          Exhibit  31  Certifications  pursuant  to  Section  302  of  the
                       Sarbanes-Oxley  Act

          Exhibit  32  Certifications  pursuant  to  Section  906  of  the
                       Sarbanes-Oxley  Act
_______________
*    Incorporated  by reference to the Company's Quarterly Report on Form 10-QSB
     for  the  fiscal  quarter  ended  December  31,  2003.

     (b)  REPORTS  ON  FORM  8-K.  The registrant filed the following reports on
          Form  8-K  during  the  quarter  ended  December  31,  2003:

          -  Current Report on Form 8-K dated, December 11, 2003, filed with the
          Securities and Exchange Commission on December 15, 2003 (Regarding the
          Investment  Agreement signed by the Company's wholly-owned subsidiary,
          ExypnoTech,  GmbH).


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<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:  April 13, 2004                 /s/Paul  H.  Metzinger
                                      ----------------------------------
                                      Paul H. Metzinger, President & CEO

Date:  April 13, 2004                 /s/Kristi  J.  Kampmann
                                      ----------------------------------
                                      Kristi  J.  Kampmann,
                                          Chief  Financial  Officer


                                        7

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