FORM 10-QSB

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

(Mark  One)

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

     For the quarterly period ended December 31, 2004

                                       OR

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

                        Commission file number 33-19598-D

                          NANOPIERCE TECHNOLOGIES, INC.
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)

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

                           370 17th Street, Suite 3640
                             Denver, Colorado 80202

                    (Address of principal executive offices)

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

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

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

As  of  February  11, 2005 there were 91,259,033 shares of the registrant's sole
class  of  common  shares  outstanding.

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

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

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

     Report of Independent Registered Public Accounting Firm                            F-1

     Condensed Consolidated Balance Sheet - December 31, 2004                           F-2

     Condensed Consolidated Statements of Operations  -
       Six and three months ended December 31, 2004 and 2003                            F-3

     Condensed Consolidated Statements of Comprehensive
       Loss -Six and three months ended December 31, 2004 and 2003                      F-4

     Condensed Consolidated Statement of Changes in Shareholders'
       Equity -Six months ended December 31, 2004                                       F-5

     Condensed Consolidated Statements of Cash Flows -
       Six months ended December 31, 2004 and 2003                                      F-6

     Notes to Condensed Consolidated Financial Statements                               F-8

Item 2.  Management's Discussion and Analysis                                            1

Item 3. Controls and Procedures                                                          4

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable

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

Item 3.  Defaults Upon Senior Securities - Not Applicable

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

Item 5.  Other Information - Not Applicable

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

     SIGNATURES                                                                           5
</TABLE>


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


Board of Directors
Nanopierce Technologies, Inc.


We  have  reviewed  the  accompanying  condensed  consolidated  balance sheet of
Nanopierce  Technologies,  Inc.  and  subsidiaries  as of December 31, 2004, the
related  condensed  consolidated statements of operations and comprehensive loss
for  the three-month and six-month periods ended December 31, 2004 and 2003, the
condensed  consolidated statements of cash flows for the six-month periods ended
December  31, 2004 and 2003, and the condensed consolidated statement of changes
in  shareholders' equity for the six-month period ended December 31, 2004. These
interim  condensed  consolidated  financial statements are the responsibility of
the  Company's  management.

We  conducted our reviews in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A  review  of interim financial
information  consists  principally  of applying analytical procedures and making
inquiries  of  persons  responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with standards
of  the Public Company Accounting Oversight Board (United States), the objective
of  which  is  the  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
February 4, 2005


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       Condensed Consolidated Balance Sheet
                                 December 31, 2004
                                    (Unaudited)


                                 Assets
                                 ------
<S>                                                                  <C>
Current assets:
  Cash and cash equivalents                                          $    272,031
  Accounts receivable, net                                                  3,748
  Note receivable (Note 3)                                                314,000
  Note receivable, related party (Note 3)                                  35,000
  Prepaid expenses                                                          2,474
                                                                     -------------
    Total current assets                                                  627,253
                                                                     -------------

Property and equipment:
  Office equipment and furniture                                           66,356
  Less accumulated depreciation                                           (46,885)
                                                                     -------------
                                                                           19,471
                                                                     -------------

Other assets:
  Advances receivable (Note 3)                                            150,000
  Deposits and other                                                       19,367
  Investments in affiliates (Note 4)                                      254,670
                                                                     -------------
                                                                          424,037
                                                                     -------------

       Total assets                                                  $  1,070,761
                                                                     =============


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

Current liabilities:
  Accounts payable                                                   $    121,605
  Note payable (Note 5)                                                    15,096
                                                                     -------------

    Total liabilities  (all current)                                      136,701
                                                                     -------------

Commitments and contingencies (Notes 4 and 7)

Shareholders' equity (Note 6):
  Preferred stock; $0.0001 par value; none issued and outstanding;
   5,000,000 shares authorized
  Common stock; $0.0001 par value; 200,000,000 shares authorized
     91,259,033 shares issued and outstanding                               9,126
  Additional paid-in capital                                           23,857,572
  Accumulated other comprehensive income                                  122,927
  Accumulated deficit                                                 (23,055,565)
                                                                     -------------
      Total shareholders' equity                                          934,060
                                                                     -------------

        Total liabilities and shareholders' equity                   $  1,070,761
                                                                     =============
<FN>
See notes to condensed consolidated financial statements.
</TABLE>


                                       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,
                                              ------------              ------------
                                           2004         2003         2004         2003
                                       ------------  -----------  -----------  -----------
<S>                                    <C>           <C>          <C>          <C>
Revenues                               $         -        3,398            -       28,449
                                       ------------  -----------  -----------  -----------

Operating expenses:
  General and administrative               178,186      284,055      391,260      694,338
  Research and development                       -        6,398            -       53,053
  Selling and marketing                          -       15,529            -       39,709
                                       ------------  -----------  -----------  -----------
                                           178,186      305,982      391,260      787,100
                                       ------------  -----------  -----------  -----------

Loss from operations                      (178,186)    (302,584)    (391,260)    (758,651)
                                       ------------  -----------  -----------  -----------

Other income (expense):
  Other income                                 322            -       10,508            -
  Interest income                            4,687        4,781        6,187        8,199
  Equity losses of affiliates             ( 44,391)    ( 19,833)    ( 49,297)    ( 19,833)
  Interest expense                               -       (2,493)           -       (2,790)
                                       ------------  -----------  -----------  -----------
                                           (39,382)     (17,545)     (32,602)     (14,424)
                                       ------------  -----------  -----------  -----------

Loss from continuing operations           (217,568)    (320,129)    (423,862)    (773,075)
                                       ------------  -----------  -----------  -----------

Discontinued operations; income from
  operations of subsidiary                       -       18,097            -       16,177
                                       ------------  -----------  -----------  -----------

Net loss                               $  (217,568)    (302,032)    (423,862)    (756,898)
                                       ============  ===========  ===========  ===========

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

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

Weighted average number of common
  shares outstanding                    90,967,729   66,023,929   90,513,381   65,912,263
                                       ============  ===========  ===========  ===========
<FN>
     * Less than ($0.01) per share.

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


                                       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,
                                    ------------            ------------
                                 2004         2003        2004        2003
                              -----------  ----------  ----------  ----------
<S>                           <C>          <C>         <C>         <C>
Net loss                      $ (217,568)  ( 302,032)  ( 423,862)  ( 756,898)

Change in unrealized gain on
  securities                        ( 47)          -       ( 295)      ( 119)

Change in foreign currency
  translation adjustments              -     ( 3,928)          -     ( 5,738)
                              -----------  ----------  ----------  ----------

Comprehensive loss            $ (217,615)  ( 305,960)  ( 424,157)  ( 762,755)
                              ===========  ==========  ==========  ==========
<FN>
     See notes to condensed consolidated financial statements.
</TABLE>


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                   NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                        Condensed Consolidated Statement of Changes in Shareholders' Equity
                                         Six Months Ended December 31, 2004
                                                    (Unaudited)


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

Common stock issued upon
  exercise of warrants
  (net of offering costs
  of $7,200)                1,200,000          120            112,681              -             -         112,801

Net loss                            -            -                  -              -      (423,862)       (423,862)

Other comprehensive
  loss:
    Change in unrealized
      gain on securities            -            -                  -           (295)            -            (295)
                           ----------  -----------  -----------------  --------------  ------------  --------------
Balances,
  December 31, 2004        91,259,033  $     9,126         23,857,572        122,927   (23,055,565)        934,060
                           ==========  ===========  =================  ==============  ============  ==============
<FN>
See notes to condensed consolidated financial statements.
</TABLE>


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                    (Unaudited)


                                                              Six Months Ended
                                                          -----------------------
                                                               December 31,
                                                          -----------------------
                                                             2004         2003
                                                          -----------  ----------
<S>                                                       <C>          <C>
Cash flows from operating activities:
 Net loss                                                 $ (423,862)   (756,898)
                                                          -----------  ----------
 Adjustments to reconcile net loss to net cash used
  in operating activities from continuing operations:
  Income from discontinued operations                              -    ( 16,177)
  Amortization expense                                             -      82,775
  Depreciation expense                                         3,628      17,485
  Equity losses of affiliates                                 49,297      19,833
  Changes in operating assets and liabilities:
   Decrease in accounts receivable                             2,061       2,000
   Decrease in prepaid expense                                42,254     161,422
   Decrease in deposits and other assets                           -       7,295
   Increase in accounts payable and accrued liabilities       12,496      90,986
                                                          -----------  ----------
 Total adjustments                                           109,736     365,619
                                                          -----------  ----------

    Net cash used in operating activities
      from continuing operations                            (314,126)   (391,279)
                                                          -----------  ----------

Cash flows from investing activities:
  Increase in notes receivable                              (349,000)          -
  Increase in advances receivable                           (150,000)          -
  Increase in patent and trademark applications                    -    ( 47,654)
  Purchases of property and equipment                              -      (1,575)
  Cash effect of ExypnoTech deconsolidation                        -    (115,151)
                                                          -----------  ----------
    Net cash used in investing activities
      from continuing operations                            (499,000)   (164,380)
                                                          -----------  ----------

Cash flows from financing activities:
  Exercise of warrants and common stock issued for cash      112,801     100,000
  Payment of note payable                                    (46,052)          -
  Proceeds from notes payable                                      -     165,000
                                                          -----------  ----------
    Net cash provided by financing activities
      from continuing operations                              66,749     265,000
                                                          -----------  ----------

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

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

Net decrease in cash and cash equivalents                  ( 746,377)   (174,628)

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

Cash and cash equivalents, ending                         $  272,031      26,111
                                                          ===========  ==========
                                  (Continued)
</TABLE>


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                    Continued

                                                              Six Months Ended
                                                              ----------------
                                                                December 31,
                                                                ------------
                                                                2004      2003
                                                             ----------  -------
<S>                                                          <C>         <C>
Supplemental disclosure of non-cash investing and financing
  activities:
   Issuance of common stock in satisfaction of payable       $        -    3,635
                                                             ==========  =======
   Investment in joint venture in exchange for equipment     $        -  132,000
                                                             ==========  =======
<FN>
See notes to condensed consolidated financial statements.
</TABLE>


                                       F-7
<PAGE>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                   Six Months Ended December 31, 2004 and 2003
                                   (Unaudited)

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

Presentation of Interim Information:

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

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

In  the  Company's  last  Annual Report on Form 10-KSB for the fiscal year ended
June  30,  2004, the Report of 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 financial
statements  for  the  three  and  six-months  ended  December 31, 2004 have been
prepared  on a going concern basis, which contemplates the realization of assets
and  the  settlement  of  liabilities  and  commitments  in the normal course of
business.  The  Company reported a net loss of $423,862 for the six months ended
December  31, 2004, and an accumulated deficit of $23,055,565 as of December 31,
2004.  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.

Management's  Plans:

To  address its liquidity needs, the Company is relying on cash received from an
equity  placement  that  occurred in January 2004, of which the Company received
approximately  $1.8  million,  net  of  offering  costs,  upon  the  issuance of
restricted  common stock. The Company is using 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-8
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                   Six Months Ended December 31, 2004 and 2003
                                   (Unaudited)

Recent Events:

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

Pursuant  to  the  Agreement,  the  Company advanced a total of $150,000 to Xact
Resources  in  October and November of 2004 (Note 3). In return, the Company was
provided  the  exclusive  right  to  raise $1,500,000 in order to purchase a 50%
ownership  interest in the joint venture. In January 2005, the right to purchase
a  50%  interest  in  the  joint  venture was extended through March 1, 2005. In
return  for  the  extension,  the Company advanced an additional $75,000 to Xact
Resources.  The  $225,000  is  to  be  applied  against  the purchase of the 50%
ownership or is to be refunded to the Company, should the Company not be able to
raise  the  funds.

Business:

ET  LLC  business  activities  include  the  marketing  and sales of RFID (Radio
Frequency  Identification)  products  in  North  America.   EPT  (an  equity
investment; Note 4) business activities primarily consist of manufacturing inlay
components  used  in,  among  other  things Smart Labels, which is a paper sheet
holding  a  chip-containing  module  that  is  capable  of memory storage and/or
processing.  Scimaxx Solutions, LLC, (an equity investment; Note 4) is primarily
involved  in  research  and  development  and  marketing  functions.

International Operations:

EPT  operations  are  located  in  Germany.  Through  June  2004,  prior  to its
dissolution,  NCT  operations were located in Germany (Note 2). EPT transactions
are and, prior to its dissolution, NCT transactions were conducted in currencies
other  than  the  U.S.  dollar,  (the  currency  into  which  the  subsidiaries'
historical  financial statements have been translated) primarily the Euro.  As a
result, the Company is exposed to adverse movements in foreign currency exchange
rates.

In  addition,  the Company is subject to risks including adverse developments in
the  foreign  political  and  economic  environments,  trade  barriers, managing
foreign  operations  and  potentially adverse tax consequences.  There can be no
assurance  that  any of these factors will not have a material adverse effect on
the  Company's  financial  condition  or  results  of  operations in the future.

Loss Per Share:

Statement  of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
requires dual presentation of basic and diluted earnings or loss per share (EPS)
with  a  reconciliation  of  the  basic  EPS  computation  to  the numerator and
denominator  of  the  diluted  EPS  computation.  Basic  EPS  excludes dilution.
Diluted  EPS  reflects  the potential dilution that could occur if securities or
other  contracts  to  issue common stock were exercised or converted into common
stock  or  resulted  in  the  issuance  of  common stock that then shared in the
earnings of the entity.  Loss per share of common stock is computed based on the
weighted  average  number of common shares outstanding during the period.  Stock
options and warrants are not considered in the calculation, as the impact of the
potential  common  shares (76,181,877 shares at December 31, 2004 and 14,695,210
shares  at  December  31, 2003) 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
                   Six Months Ended December 31, 2004 and 2003
                                   (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 six months ended December 31,
2004  or  2003.

Recently  Issued  Accounting  Standards:

In  December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  123(R), Share-Based Payment, which addresses the accounting for share-based
payment  transactions.  SFAS  No.  123(R)  eliminates the ability to account for
share-based  compensation  transactions  using  APB  25,  and generally requires
instead  that  such transactions be accounted and recognized in the statement of
operations  based  on  their  fair  value. SFAS No. 123(R) will be effective for
public  companies that file as small business issuers as of the first interim or
annual  reporting  period  that  begins  after December 15, 2005. The Company is
currently  evaluating the provisons of this standard and the potential impact on
the  Company's  financial  position  or  results  of  operations.

2.   DISCONTINUED  OPERATIONS:

On  April 1, 2003, NCT filed insolvency with the Courts of Munich, Germany.  The
insolvency  filing  was  necessary in order to comply with specific German legal
requirements.  In  conjunction  with  the  insolvency  filing, management made a
decision  in  April  2003,  to  discontinue  NCT  operations  and liquidate NCT,
pursuant to a plan of self-liquidation as provided by German law.  In June 2004,
NCT  completed  its  plan  of  self-liquidation,  and  the  German court legally
dissolved  NCT.

NCT's  revenues  for  the  six  months  ended  December  31,  2003  reported  in
discontinued operations were $0. NCT incurred income in the three and six months
ended  December  31,  2003  of  $18,097  and  $16,177,  which  was  due to gains
recognized  from the sale of equipment and the extinguishment of certain accrued
expenses.  NCT  did  not  incur  any  income  taxes  during  this  period.

3.   NOTES  AND  ADVANCES  RECEIVABLE:

In  October  and November 2004, the Company advanced a total of $150,000 to Xact
Resources,  which  is  to be applied to the purchase of a 50% equity interest in
the  proposed  joint  venture with Xact Resources. If the purchase of the equity
interest  is  not  completed  the  funds  are  to be returned to the Company. In
January  2005,  the  Company  advanced  an  additional  $75,000 in return for an
extension  through  March  1,  2005.

In  December  2004,  the  Company  loaned  $35,000  to  Intercell  International
Corporation ("Intercell") in return for an unsecured, 7% promissory note, due in
December 2005.  The loan was made in order to assist Intercell in its efforts to
support  operations.  Since  September 30, 2004, Mr. Metzinger the President and
Chief  Executive  Officer  of  the  Company,  has  served as the Chief Executive
Officer  of  Intercell  and the Company's Chief Financial Officer also serves as
the  Chief  Financial  Officer  of  Intercell.


                                      F-10
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                   Six Months Ended December 31, 2004 and 2003
                                   (Unaudited)

In  November  2004,  the  Company  loaned  $314,000  to Arizcan Properties, Ltd.
("Arizcan").  In  exchange  for  the  loan, the Company received an unsecured 7%
promissory  note, due on December 31,2004. The Company has extended the due date
to  March 31, 2005. The funds were loaned to facilitate Arizcan's purchase of an
option  from  certain of the Company's warrant holders, to initiate the exercise
of  certain  existing  warrants  to  purchase  up  to  15,700,000  shares of the
Company's  common  stock.  The  warrants  were  initially  issued as part of the
January  2004  equity  placement  (Note  6).

4.   INVESTMENTS  IN  AFFILIATES:

Investment in EPT:

On  December  11,  2003,  a  German  entity,  formed by former employees of EPT,
purchased  a  controlling 51% equity interest in EPT in exchange for $98,000, of
which  $62,787 has been received through December 31, 2004.  No gain or loss was
incurred  by  the  Company  as a result of this transaction.  As a result of the
Company's  reduced  ownership  interest  and loss of control of EPT, the Company
deconsolidated  EPT  as  of  December  11,  2003,  and  began accounting for its
investment in EPT under the equity method of accounting at that time.  Under the
equity  method of accounting, the carrying amount of the Company's investment in
EPT  ($177,695  at  December  31,  2004)  is adjusted to recognize the Company's
proportionate  share  of  EPT's  income  (loss)  each  period.

Unaudited  financial  information of EPT as of December 31, 2004 and for the six
months  ended  December  31,  2004  is  as  follows:

<TABLE>
<CAPTION>
                                        December 31,
                                            2004
                                        -------------
<S>                                     <C>
Assets:
    Current assets(1)                   $     189,719
    Equipment                                 273,952
                                        -------------

  Total assets                          $     463,671
                                        =============

Liabilities and members' equity:
    Current liabilities(2)              $     236,457
    Members' equity                           227,214
                                        -------------

Total liabilities and members' equity   $     463,671
                                        =============
</TABLE>

<TABLE>
<CAPTION>

            Six Months Ended
            December 31, 2004
           -------------------
<S>        <C>
Revenues   $          144,859
Exepenses        (    197,839)
           -------------------
Net loss   $      (    52,980)
           ===================
</TABLE>

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

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

Investment in Joint Venture Interest:

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


                                      F-11
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                   Six Months Ended December 31, 2004 and 2003
                                   (Unaudited)

The  Company  received  a  50%  interest  in the joint venture in exchange for a
contribution  of  NCOS equipment with a carrying value of approximately $132,000
at  September  15,  2003. The Company also granted Scimaxx Solutions a ten-year,
non-exclusive,  non-royalty  bearing  worldwide  license  to  use  the Company's
intellectual property. Scimaxx, LLC was to invest $50,000 cash, of which $22,900
has  been  received  as  of  December  31,  2004. The terms of the joint venture
provide  for  the  Company to share in 50% of joint venture net profits, if any.
The  Company  has  a  49%  voting  interest in the joint venture. The Company is
accounting  for  its  investment  in  Scimaxx  Solutions  as  an  equity  method
investment.  At December 31, 2004, the Company's investment in Scimaxx Solutions
is  $76,975.

Unaudited  financial  information  of Scimaxx Solutions as of December 31, 2004,
for the six months ended December 31, 2004 and for the period from September 15,
2003  (inception)  through  December  31,  2003,  is  as  follows:

<TABLE>
<CAPTION>
<S>                                    <C>
Assets:
    Current assets                     $    607
    Equipment                            79,057
                                       --------

  Total assets                         $ 79,664
                                       ========

Liabilities and members' equity:
    Current liabilities                $ 61,619
    Members' equity                      18,045
                                       --------

Total liabilities and members' equity  $ 79,664
                                       ========
</TABLE>

<TABLE>
<CAPTION>
                                September 15, 2003
           Six Months Ended          through
           December 30, 2004    December 31, 2003
          -------------------  --------------------
<S>       <C>                  <C>

Revenues  $            5,721   $                 -
Expenses             (53,320)             ( 19,833)
          -------------------  --------------------

Net loss  $          (47,599)  $          ( 19,833)
          ===================  ====================
</TABLE>

5.   NOTES  PAYABLE:

Related Parties:

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

In  September  2003,  Intercell, an affiliate of the Company at the time, loaned
the  Company  $35,000  in  exchange  for an unsecured, 7% promissory note due in
September  2004.  In  November  2003,  Intercell  loaned the Company $100,000 in
exchange  for  a  7% promissory note due in November 2004.  In January 2004, the
Company  paid  the  $135,000,  plus  accrued  interest  of  $2,493.


                                      F-12
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                   Six Months Ended December 31, 2004 and 2003
                                   (Unaudited)

Other:

In  February  2004,  the  Company  converted  vendor payables of $92,100 into an
unsecured,  non-interest  bearing  note  payable  due  in  March  2005.  Through
December 31, 2004, the Company has repaid $77,004 on this note, of which $46,052
was  paid  during  the  six  months  ended  December  31,  2004.

6.   SHAREHOLDERS'  EQUITY:

COMMON STOCK:

Current Year Transactions:

During  the  six  months  ended  December 31, 2004, the Company issued 1,200,000
shares  of  common stock upon the exercise of warrants. The Company received net
cash  proceeds  of  $112,801  (net  of  $7,200  of  offering  costs).

Prior  Year  Transactions:

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.

WARRANTS:

In  January 2004, the Company sold 20,000,000 units in a private placement. Each
unit  consisted  of, among other things, a warrant to purchase two shares of the
Company's  common  stock  at  an exercise price of $0.25 per share. The warrants
expire  in  January  2009.  In November 2004, the Company re-issued the warrants
exercisable  for  39,500,000  shares  with a reduced exercise price of $0.15 per
share.  All  other  terms  of  the  warrants  remain  unchanged.

During  the  six  months  ended  December 31, 2003, warrants to purchase 592,500
shares  of  common  stock  at  an  exercise  price  ranging  from $0.58 to $2.81
per  share  expired.

7.   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.

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


                                      F-13
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                   Six Months Ended December 31, 2004 and 2003
                                   (Unaudited)

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

Financing  Agreement  Suit:

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

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

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

8.   FOREIGN  AND  DOMESTIC  OPERATIONS:

The  Company's  revenues  from continuing operations during the six-month period
ended  December  31,  2003  were  generated  solely  in  Germany.  There were no
revenues  from  continuing operations during six month period ended December 31,
2004.  There  was  no  significant amount of transfers between geographic areas.
Long-lived assets at December 31, 2004 with a net carrying value of $19,471 were
located  solely  in  the  United  States.


                                      F-14
<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
financial  statements  as  of  June  30,  2004, and for each of the years in the
two-year  period  then  ended, includes a "going concern" explanatory paragraph,
that  describes  substantial  doubt about the Company's ability to continue as a
going  concern.  Management's  plans  in  regard  to  the  factors prompting the
explanatory  paragraph  are  discussed below and also in Note 1 to the quarterly
Financial  Statements.

RESULTS  OF  OPERATIONS

     On  April 1, 2003, NCT filed insolvency with the Courts of Munich, Germany.
NCT  is  presented  as  discontinued  operations  in  the accompanying condensed
consolidated  financial  statements. The insolvency filing was made for purposes
of  complying  with  specific  German  legal  requirements.  In  June  2004, NCT
completed  a  plan  of  self-liquidation, and the German court legally dissolved
NCT.  As  a  result,  NCT  had  no  income during the three and six months ended
December  31,  2004  compared to income of $ 18,097 and $16,177 during the three
and  six  months  ended  December  31,  2003,  respectively.

     The Company recognized $0 in revenues from continuing operations during the
six  months ended December 31, 2004 compared to $28,449 for the six months ended
December  31,  2003  ($0 and $3,398 for the three months ended December 31, 2004
and  2003,  respectively).  The  $28,449 in revenues during the six months ended
December  31,  2003 was generated from the sale of inlay components to customers
by  EPT.

     The  Company  recognized $10,508 of other income, as a payment of a license
fee  during  the  six  months  ended  December 31, 2004.  The Company recognized
$6,187 in interest income during the six months ended December 31, 2004 compared
to  $8,199  during the six months ended December 31, 2003 ($4,687 and $4,781 for
the  three months ended December 31, 2004 and 2003, respectively).  The decrease
of  $2,012,  during  the  six  months  ended  December  31,  2004, is due to the
reduction  in  cash  equivalents  used  to  support  operations.

     Total  operating  expenses from continuing operations during the six months
ended  December  31,  2004 were $391,260 compared to $778,484 for the six months
ended  December  31,  2003  ($178,186  and  $302,584  for the three months ended
December 31, 2004 and 2003, respectively).  The decrease of $387,224, during the
six  months  ended December 31, 2004, is primarily attributable to a decrease in
general  and  administrative  expenses,  as  described  below.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                              Six Months Ended
                                December 31,
                            --------------------
Operating Expenses            2004       2003      Decrease
--------------------------  ---------  ---------  ----------
<S>                         <C>        <C>        <C>
General and administrative  $ 391,260  $ 694,338  $(303,078)
Research and development    $       0  $  53,053  $( 53,053)
Sales and marketing         $       0  $  39,709  $( 39,709)
</TABLE>

     The  decrease  of  $303,078  in  general  and  administrative  expenses  is
primarily  attributable  to  a  $133,587  decrease in consulting fees, a $78,114
decrease  in amortization expense and a $18,746 decrease in auditing fees.  Such
decreases  include  the  decrease in research and development expenses and sales
and  marketing  expenses which were a result of the Company's abandonment of its
PI  technology  in  the  fourth  quarter  ended  June  30,  2004.

     During the six months ended December 31, 2004, the Company recognized a net
loss  of $423,862 compared to a net loss of $756,898 during the six months ended
December 31, 2003 ($217,568 and $302,032 for the three months ended December 31,
2004  and  2003, respectively).  The decrease of $333,036, during the six months
ended  December  31, 2004, is primarily attributable to the decrease of $395,840
in  operating  expenses, as explained above, combined with a decrease of $28,449
in  revenues.

LIQUIDITY  AND  FINANCIAL  CONDITION

     During the six months ended December 31, 2004, the Company used $314,126 in
operating  activities from continuing operations, $46,052 was used to pay a note
payable, $112,801 was  received from the exercise of warrants, $349,000 was used
in  investing  activities  and  $150,000  was  advanced  to  Xact  Resources
International,  as  explained  below.  The Company had $272,031 of cash and cash
equivalents  at  December  31,  2004, which is being used to support operations.
During  the  six  months  ended  December 31, 2003, the Company used $391,279 in
operating  activities  from  continuing  operations  and  $164,380  was  used in
investing  activities  from  continuing  operations. During the six months ended
December  31,  2003,  the  Company was provided $265,000 by financing activities
from  continuing  operations.

     As  of  December 31, 2004, if all existing outstanding warrants issued in a
January  2004  private placement were exercised, the Company will be required to
issue  an  additional  60,150,000  shares of common stock, and the Company, on a
fully  diluted basis (including the reservation of 11,919,120 shares as required
by  the  court  in  the  Financing Agreement Litigation), would have 179,360,030
shares  of  common  stock  issued  and  outstanding.

     As  of  December  31, 2004, if  the  warrants  issued  to  investors in the
private  placement  described  above  are  all  exercised,  the  Company  would
receive  approximately  an  additional $7,755,000.  However, no assurance can be
given  that  any  of  these  warrants  will  be  exercised.  If the warrants are
exercised,  the  Company  has  decided  that  it  may  use  the additional funds
received  from  the  exercise of these warrants  to acquire a revenue generating
company  or to acquire technology complementary to the current technology of the
Company,  to  be  marketed  through  the  Company's  joint  venture  arrangement
with  Scimaxx  Solutions,  its  ownership  interest  in ExypnoTech and any other
licensing  agreements  or joint venture agreements that the Company may enter in
the  future.


                                        2
<PAGE>
     As  a result of the Company's limited revenues, lack of liquidity and going
concern  issues,  the  Company  has  revised  its  business  plan  to  focus  on
licensing its technology to, or entering into joint ventures with companies that
may  utilize the  technology  rather  than the development by the Company of its
own  products  utilizing  its  technology.

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

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

     Pursuant  to  the Agreement, the Company advanced $75,000 to Xact Resources
on  October  1,  2004  as  temporary  financing. In return, the Company has been
provided the exclusive right for a 30-day period to raise $1,500,000 in order to
purchase  a  50%  ownership  interest in the joint venture. On November 3, 2004,
Xact  Resources agreed to extend the 30-day period for an additional 60 days. In
return for the extension, the Company agreed to advance an additional $75,000 to
Xact  Resources.  In January 2005, the Company advanced an additional $75,000 to
Xact  Resources  in return for an extension to March 1, 2005. The $225,000 is to
be  applied  against  the purchase of the 50% ownership or are to be refunded to
the  Company,  should  the  Company  not  be  able  to  raise  the  funds.

     In  November  2004, the Company loaned $314,000 to Arizcan Properties, Ltd.
("Arizcan").  In  exchange  for the  loan, the Company received an unsecured, 7%
promissory  note, due on December 31,2004. The Company has extended the due date
to March 31, 2005. The purpose of this loan was to facilitate Arizcan's purchase
of  an  option  from  certain  of the Company's warrant holders, to initiate the
exercise of certain existing warrants to purchase up to 15,700,000 shares of the
Company's  common  stock.  The  warrants  were  initially  issued as part of the
January  2004  equity  placement.

     On December 14, 2004, the Company loaned $35,000 to Intercell International
Corporation in return  for  an  unsecured,  7% promissory note, due December 14,
2005.

     The Company continues to evaluate additional merger and acquisition
opportunities.


                                        3
<PAGE>
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 6.   EXHIBITS

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

          Exhibit 11     Computation  of  Net  Loss  Per  Share

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

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

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

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

     (b)  CURRENT  REPORTS  ON  FORM  8-K.  The  registrant  filed the following
          current  reports  on  Form  8-K  during the quarter ended December 31,
          2004:

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

          -    Current  Report  on Form 8-K dated, November 19, 2004, filed with
               the Securities and Exchange Commission on November 19, 2004 (Item
               3.03  Material  Modifications  to  Rights  of Securities Holders,
               regarding  warrant  exercise  price  reduction).

          -    Current Report on Form 8-K/A dated, November 19, 2004, filed with
               the  Securities and Exchange Commission on December 1, 2004 (Item
               3.03  Material  Modifications  to  Rights  of Securities Holders,
               regarding  warrant  exercise  price  reduction).


                                        4
<PAGE>
                                   SIGNATURES

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

                                      NANOPIERCE TECHNOLOGIES, INC.
                                      (REGISTRANT)

Date:  February 11, 2005                   /s/ Paul H. Metzinger
                                           -------------------------------------
                                           Paul H. Metzinger,
                                           President & CEO


Date:  February 11, 2005                   /s/ Kristi J. Kampmann
                                           -------------------------------------
                                           Kristi J. Kampmann,
                                           Chief Financial Officer


                                        5
<PAGE>